Analysis On Listed Company Director's Duty Of Acquirer In M&A

Listed companies are an important part of the financial market,and the acquisition behavior between listed companies is an inevitable phenomenon for the development of the financial market and the expansion of diversified enterprises.The acquisition of listed companies is often accompanied by the changes in the ownership and management rights of the enterprises.The conflicts brought by the acquisition are not only the conflicts of interests between shareholders,but also the interest games between directors and shareholders.In the context of securities law and company law,the issue of shareholder protection has always been one of the important objectives to be achieved by law.In addition to the Securities law and the Company law,there are Measures for the Administration of the Takeover of Listed Companies that directly regulate the acquisition of listed companies.However,in the context of emphasizing the protection of shareholders' legal rights,the focus of shareholder protection given by law is not balanced and adequate.For the shareholders of the acquirer and the acquirer,they are equal subjects in the legal concept.However,no matter from the academic research or the legal provisions,the protection of the interests of the target company is almost equal to the protection of shareholders in the acquisition,and the legal rights of the acquirer's shareholders are rarely mentioned.In the case of HP's huge loss caused by its purchase of Autonomy at a high premium,the insufficient protection of shareholders' rights is not an isolated case.The violation of shareholders' rights by directors is one of the important reasons for the damage of shareholders' legitimate interests.In the acquisition of listed companies,from the proposal of the acquisition behavior to the drafting of the complete acquisition draft,the acquirer's directors have a full grasp of the acquisition information and a strong voice in the acquisition activities.Under this condition,the directors can guide the shareholders' general meeting to make the acquisition decision,and the acquirer's directors have motives and cases of infringing shareholders.In regulatory difficulties,the law is not mature situation,the article by highlighting acquirers director in obligation in violation of the problem existing in the acquisition of listed companies,in accord with our country economy and legal background conditions refer to the feasible system in British and American law,the acquiring firm's directors in the acquisition of listed companies in our country compulsory suggestion to build,perfect the acquirers directors obligations,to protect shareholders in the listed companies is of great significance.In this paper,the structure is divided into four parts,the first chapter put forward the theoretical basis of director in violation of the obligations,the fundamental reason lies in the agency cost cannot eliminate the cause of directors is in violation of the obligations of motivation and space,acquirers directors may by way of premium damage to the value of the company;In terms of the system,there is no effective protection measure for the infringement of the acquirer's directors,and the current duty of loyalty and diligence of directors is insufficient to regulate the acquirer's directors.The second chapter explores the perspective of reasonable regulation of directors' obligation of acquirers through the research of Williams Act and The City Code on Takeover and Mergers.The third chapter mainly includes first build acquisition director should follow the basic obligation,secondly,from the perspective of information disclosure,and strengthen the acquirers,director of information disclosure requirements,and combining with the characteristics of China's economic law and business judgment regulation for reference,as a director behavior is in line with the judicial judgment legitimacy standard,finally from the direct protection of shareholders' rights to strengthen the use of "shareholder representative litigation system",achieve the objectives of the shareholders' rights effective protection.