Research On The Target Company Director's Fiduciary Duties In Anti-takeover

Depth discussion and research on the fiduciary duty of the directors is not only the need to improve the modern company's governance structure,but also the inevitable requirement of the formation of good social and economic order.The rapid development of the market economy to promote the form of trade between the company more diverse,and the phenomenon of acquisition and anti-takeoverwill become more common,therefore,the important role,which the target company directors plays in the anti-takeover gets more and more attention of judicial practice.Based on the needs of theoretical development and judicial practice,this paper takes the fiduciary duty of the directors of the target company in the anti-takeover as the research object.In the paper,the author will combine the excellent theoretical research results and rich practical experience at home and abroad to analyze the relevant contents of the directors' obligations of the anti-takeovertarget company,and discuss the construction of the related system.It is hoped that the research of this paper will provide a useful reference for the perfection and development of the directors' rights and obligations system.In addition to the introduction and conclusion,this paper is divided into four parts:The first part will give a brief introduction to the connotation of the fiduciary duty of the directors of the anti-takeovertarget company from two angles.First of all,the author summarizes the definition of business judgment rules and the specific requirements of loyalty obligations.Secondly,on the basis of general connotation,the paper analyzes in detail the concrete manifestations of directors' Mainly including careful decision-making,defense and appropriate disclosure of information in accordance with the three aspects of the contents of the obligations.The second part will position the role of the directors of the target company in the anti-takeover with a specific conflict of interest.The role of the directors of the target company in the anti-takeover is inseparable from the discussion of the relationship between the directors and the company.Therefore,in this part,it will first introduce the five different qualities of the relationship between the directors and the company.And then discusses the legitimacy of the anti-takeover of the directors of the target company from the perspective of jurisprudence.In the acquisition and the anti-takeover,there will inevitably exist the game of interest between different subjects.Therefore,it is necessary to analyze the role played by the directors of the target company in the specific anti-takeover benefit game,including the deviation of the role of the directors,the conflict of roles and the role return.Finally,it is necessary to give full play to the directors' s fidelity obligation to regulate the behavior of directors' roles from the behavior of the directors,including the behavior of the directors to reduce the agency costs,provide the target orientation to protect the legitimate rights and interests of shareholders and determine the behavior standards to achieve the balance of interests.The third part is the evaluation of the current stipulation of the obligations of directors in our country.First listed the relevant provisions of our country,including the “Company Law”,“the acquisition of listed companies management approach”,“listed company charter guidelines”,“bankruptcy law” and “securities law” in the relevant content,and combine some classic jurisprudence cases of the United States to make an empirical analysis of the fiduciary duty of the anti-takeover directors.Finally,we will reflect on the shortcomings of the existing provisions in our country: the standard of the directors is not clear,the accountability mechanism is lacking,the lack of information disclosure and the right of anti-takeover decision is not clear.The fourth part focuses on the improvement path of the fiduciary duty system of the anti-takeover target company in our country.The author thinks that it is necessary to improve the anti takeover of Target Corp in China's directors' fiduciary duty system from these four aspects:clarify the anti-takeover decision right and perfect the voting procedure,establish and improve the information disclosure mechanism of the directors,perfect the accountability mechanism of thedirectors' fiduciary duty and play the role of active justice.