Research On Directors' Faith Obligations Of The Target Company In Listed Company's Anti-Takeover Activities

Takeover always occurs together with anti-takeover,both of which occupy a important place in the financial market system of our country.Temporarily the educational circle diverges distinctly when it refers to the problem whether it belongs to shareholders' general meeting or to board of directors the decision-making power on the anti-takeover acts.One perspective adopts shareholders' general meeting model,namely the shareholders' general meeting owning the final decision-making power,while the other shares the opposite.And our national legislation adopts the former.However,the practical managers are the directors of the target company,who obviously have better knowledge of the company's operation compared with the shareholders who usually attend once a year.Not endowing directors with any relevant power does no good to the board making proper decisions.But if endowing with certain power the board,the gathering body of directors,the company would operate better.And the practical contention lies with the operational control.Once taken over successfully,the operational control of the target company will be transferred,and usually the management layer will be also displaced,which further threatens the status of the directors as members of it.For this stake,the measures taken by the directors in the anti-takeover activities might be based on maintaining their own operational control,which hence triggers acts violating the faith obligations and harms the benefits of the company,the shareholders as well as the creditors.The contention for shares between Baoneng and Vanke makes an impressive impact and echoes so far,and it is necessary to give a comb and improvement to the directors' faith obligations of the target company in anti-takeover activities,prompting them to take prudent and feasible measures and maintain the maximum of the interests of the company.The fundamental objective of the directors sticking to the faith obligation in anti-takeover is to deter them from abusing the controlled power and maintain the legitimacy and profitability of the management.But in our country,there are some deficiencies in the legislation on directors' faith obligations in anti-takeover activities.Taking for example the deficiency of loyalty obligation and care obligation,and the vacancy of judging standards of director's faith obligations,the existence of these deficiencies causes problems in judicial practice,and how to claim responsibility for violating the faith obligations becomes a question worth reflecting upon.It makes an conclusion that our country needs to fully regulating and perfecting the faith obligations by law-making,expecting to strengthen the restraint on directors' acts and urge them to keep incorrupt and self-disciplined by legal liabilities.