Research On The Duties Of Listed Companies In Anti-Hostile Takeovers

This article uses the comparative perspective of research,the current intensified acquisitions and anti-hostile takeovers were analyzed.By comparing the regulations of the directors in anti-hostile takeover under the different decision-making systems of the United States,Britain and Germany and other countries,this paper provides reference for the corresponding system design in our country,with a view to improving the director's responsibility of anti-hostile takeover of listed companies in our country and promoting the control of listed companies Perfection and development of the trading market.This article is divided into five chapters.The first chapter gives an overview of the general responsibilities of the directors.According to internationally accepted standards,the duties of directors are divided into the duty of loyalty and duty of care,and the behavior standards and exemptions of each country under the four kinds of prohibitions and duties of directors under the faithful duty are respectively discussed.Aiming at the situation that diligence obligation was adopted in our country which did not stipulate the duty of attention at present.The second chapter mainly describes the value judgment conflicts of interest in anti-hostile takeovers of listed companies.The special responsibility of directors at this time comes from the specific model and value of anti-hostile takeover of listed companies,and the anti-hostile takeovers involve the disputes among shareholders,the shareholders and directors and the rights and interests of other parties,which all require the directors to coordinate and fight for both The interests of all parties.Therefore,it is necessary to make additional provisions on the duties of directors to protect and coordinate the rights and interests of all parties.The third chapter introduces and comments on the system of extraterritoriality.It focuses on the specific responsibilities that British directors should assume under the shareholders' general meeting and the Unocal rules developed by the United States in a series of jurisprudence under the board of trusteeship.And Revlon rules as the representative of the business judgment criteria,as well as the shareholders and the board of supervisors jointly determine the centrist Germany's distribution of rights to the shareholders and the board of supervisors and the corresponding directors should deal with the two centers.Through the introduction of the extraterritorial system in the hope of reference to our current system design.Chapter Four examines the duties of anti-hostile takeover directors in China's current listed companies.Taking the case of Vanke Anti-Poison hostile takeover case as an example,this article introduces the current reality that there are no laws and regulations in our country's laws and regulations,and there are no rules and regulations to carry out anti-hostile takeovers.At the same time,it examines the corresponding legislative process in our country and briefly summarizes the current legislative problems.The fifth chapter is the perfect suggestion on the duty of anti-hostile takeovers of directors of listed companies in our country after integrating the domestic and foreign reality.Including the full fidelity obligations,improve the exercise of the right of attribution;the introduction of the duty of care,the establishment of the appropriate business judgment standards.In different stages of the anti-hostile takeover,such as the stage of the offer issuance,the board's decision to take the anti-hostile bidding phase and the acquisition of the directors,the directors should have different responsibilities.Through clarifying the different responsibilities in different stages,the duties of the directors should be further regulated.The judgment of listed company's anti-hostile takeover on directors' duties not only has its objective standard,but also has the subjective requirements.On the one hand,we should establish the basis for objective criteria by improving the legislation,on the other hand,we should also analyze the cases in the complicated acquisitions and anti-hostile takeovers of listed companies,consider the differences,and establish and perfect the operating judgment rules with corresponding flexibility.