Study On Directors' Fiduciary Duties Of Target Company In Takeover Defense

In recent years,from the acquisition of Wanke by Baoneng to the acquisition of ST Shenghua by Zhemintou,from the acquisition of Nanbo by Baoneng to the acquisition of Kangdaer by Jingji,the hostile takeovers in China's capital market have been frequent,which has led many open companies to take anti-takeover measures against “savage at the door”.There are conflicts of interest between the parties in anti-takeover,such as the conflict between the interests of shareholders and the interests of the company,the conflict between the interests of shareholders and management,the interests of controlling shareholders and the interests of small shareholders.Therefore,directors should take the best interests of the company in the anti-takeover activities.However,directors themselves also face serious conflicts of interest in the anti-takeover,they may take the self-protection behavior and abandon the company's interests.To ensure that the directors will not harm the interests of the company and shareholders when dealing with the anti-takeover,it is necessary to use the fiduciary duty to supervise the director s 'behavior.Paper divided into four chapters.The first chapter is talking about the legal basis of the director's fiduciary duty in anti-takeover.This chapter is divided into three parts.The first part explains the reasons for the director's fiduciary duty in the anti-takeover.The second part analyzes the value of the director's fiduciary duty in anti-takeover.The third part clarifies the basic principles for the establishment of the director's fiduciary duty in the anti-takeover.The second chapter expounds the present situation of directors' fiduciary duty in China.Judging from the present situation of China's anti-takeover market,and from the current situation of anti-takeover legislation,it is necessary to clarify the fiduciary duty of the directors in the anti-takeover and regulate the anti-takeover behavior of the directors.The third chapter analyzes the loyalty obligations of the directors of the target company in the anti-takeover and puts forward suggestions for improvement.Directors have a neutral obligation and must not infringe on the rights of the shareholders.Meanwhile,China's legislation should clarify the power of anti-takeover decision-making,further clarify the degree of neutrality of directors in anti-takeover,Thus improve the loyalty obligations of directors in anti-takeover of China.The fourth chapter analyzes the duty of care of the directors of the target company in the anti-takeover and puts forward suggestions for improvement.Directors should have information disclosure obligations and auction obligations.Meanwhile,China's legislation should improve directors' information disclosure obligations and auction obligations as well as learn from the Delaware State Court of the intermediate judgment standards.