The Characterization And Logic Of Directors' Fiduciary Duties From The Perspective Of Anti-Takeover

Although there are a lot of academic researches on directors' fiduciary duties in China,and our legislation has also involved related concepts,however,from a practical point of view,the phenomenon of directors' breach of fiduciary duties in China is still common,and there is not a clear and enforceable judicial review standard.The legal system regarding fiduciary duty has not yet been fully established.Anti-takeover,as a special company activity,poses new challenges for directors to perform their fiduciary duties.Since the types and strengths of anti-takeover measures adopted by directors may directly affect the change of the company's control,and thus affect the interests of multiple parties including directors themselves,and even affect the future development and direction of the company,the requirements for directors to perform their fiduciary duties should be raised during the anti-takeover activities.This article hopes that the research on directors 'fiduciary duty in anti-takeover can be beneficial to the establishment of general fiduciary duty of directors in China.Although many anti-takeover cases have appeared in China in recent years,and some of them have attracted a lot of attention,but from the first anti-takeover case in China to the present,in the history of about two decades,the control competition market has not yet reached the mature stage,and the performance of the target company's directors in the anti-takeover is generally unsatisfactory.There is still much improvement room in the research on the fiduciary duties of directors in anti-takeover.Throughout the legislation of various countries in the world,most of the relevant provisions on the director's fiduciary duties in anti-takeover are only in principle,rather than enumerated methods.Therefore,classic judicial judgments and cases can be great reference for the study of directors' fiduciary duties.Since the Delaware courts in the United States have accumulated a large number of cases of anti-takeover involving directors 'fiduciary duties since the golden age of the 1980 s,and have established a relatively sound set of judicial review standards regarding directors' fiduciary duties anti-takeover.This article mainly conducts comparative law research based on the relevant cases in Delaware.Although the centralism of board of directors in the United States is different from the centralism of shareholders' meeting in China and it lacks the institutional soil for the experience from the United States,however,the principles on how directors should perform their fiduciary duties reflected in various judicial cases and judicial review standard of fiduciary duties in anti-takeover can be worthy of our reference.Based on the above logical thinking path,I divide this article into four parts,and the content layout is as follows:Chapter ? The Theory Premise of Directors' Fiduciary Duty,introduced the legal source of directors' fiduciary duties(including the origin of fiduciary duties and the development of directors' fiduciary duties),the categories of directors' fiduciary duties,and the basic requirements of directors' fiduciary duties,as well as clarifies the object of directors' faithful obligations: directors represent the company rather than shareholders.Chapter ? Directors' Fiduciary Duty in the Decision of Anti-Takeover introduces the particularities of the business background of the anti-takeover,the general requirements of directors' fiduciary duties in the context of the anti-takeover,and the specific requirements,including striving for the best offer conditions,proper defense,and equal treatment of all shareholders,and also introduces classic gold quartet cases and subsequent development evolution,as well as the new rules established by the Delaware Court in recent years,finally raises some thoughts and opinions on the differences between China and the United States.Chapter ? Regulations on the Directors' Fiduciary Duty in China from the Perspective of Anti-takeover summarizes the current status and problems of Chinese directors' fiduciary duties in the anti-takeover,including the anti-takeover measures of directors being a tool for controlling shareholders to maintain their control,the performance of duty of care by independent directors unsatisfactory,and the abuse of anti-takeover measures such as suspensions,and analyzes the reasons for the situation in China.Chapter ? The Chinese Path for the Implementation of Directors' Fiduciary Duty in the Process of Anti-Takeover,based on the research on the establishment path of the directors' fiduciary duties in China's anti-takeover,tries to summarize the enrichment and improvement of general directors' fiduciary duties,and raise opinions on the improvement of relevant supporting institutions in China.