Research On The Examination Standard Of The Fiduciary Duty Of Target Company Directors In Anti-takeover

Under the influence of the rapid development of the market economy,the scale of the company is showing a trend of gradual expansion.Under this trend,the number of acquisition cases is also gradually increasing.In this context,how to guide the healthy competition of Chinese enterprises and maintain the healthy development of the market economy has become our focus at this stage.The problem.The series of anti-takeover actions taken by the directors of the target company during the acquisition process need to be guided by effective behavior standards and review standards.Otherwise,it will increase the risk that directors abuse management powers and harm the interests of the company and shareholders.Therefore,how to choose and use the corresponding review standards to make accurate judgments on the fiduciary duties of the target company directors in the acquisition process is of great significance.This article takes my country’s laws and regulations as the breakthrough point,and analyzes the dilemma of the judicial review of directors’ fiduciary duties based on the inadequacy of the content of directors’ fiduciary duties under the legal system of our country.In terms of review standards,it focuses on analyzing relevant cases of foreign countries in the common law system,sums up and compares the development and changes in the review standards of directors’ fiduciary duties in anti-takeovers in various countries,and proposes to improve the review standards for the fiduciary duties of target company directors in my country’s anti-takeovers based on the economic soil of my country’s local market.Related suggestions.In addition to the introduction and conclusion,the article is divided into four parts,the main content of each part is as follows:The first part analyzes from the legislative level that my country’s regulations on directors’ fiduciary duty are insufficient in content and the review criteria are left blank,combined with judicial review due to the blank standard,resulting in judges’ formalized review and administrative and judicial imbalances in antitakeover fiduciary duty cases.Serious problems explain the necessity of clear review standards.The second part solves the problem of insufficient content of fiduciary obligations.In addition to clarifying the loyalty obligation with conflict of interest as the core element and the diligence obligation with responsibilities and capabilities as the core element in the reverse takeover,focus on the positioning of the natural conflict of interest of directors in the reverse takeover scenario The analysis shows that the director’s series of obligations with the use of information as the core element(specifically including the collection,screening and communication of information,as well as the obligation to recommend decision-making and defensive negotiations on the basis of sufficient information),and the need to focus on the small and medium shareholders in the reverse takeover.Equal treatment obligations.The clarification of the content of fiduciary duty is the basis for the construction of review standards.The third part is an extraterritorial comparative analysis and reference of the target company’s fiduciary duty review standard for directors in reverse takeovers.Based on the comparative analysis of relevant cases in the United Kingdom and the United States on the fiduciary duty review of directors,a comparative analysis based on the general review standard of loyalty duty The American complete fair review standard and the British legitimate purpose standard;the comparison and analysis of the American business judgment standard in the general review standard of diligence;the comparison and analysis of the three principles of American judicial review in the special review standard of the directors’ fiduciary duty in the anti-takeover.After analyzing the review standards outside the territory,combined with China’s anti-takeover capital market situation,we explored the application path of specific review standards in China,pointed out the application dilemma of subjective standards in China’s reverse takeovers,and proposed diversified review standards for target companies in reverse takeovers.The rational application of the review of director’s fiduciary duty,and pointed out that in understanding the connotation of fiduciary duty,it is necessary to recognize that the duty of loyalty and diligence have a certain homogeneity,so as to better position the target company’s director’s behavior in the reverse takeover,and then choose The correct review standard is judged.On the basis of the foregoing,the author believes that when reviewing the fiduciary obligations of target directors in a reverse takeover,the natural conflict of interest of the directors in the reverse takeover should be addressed.This conflict of interest does not reach the level of self-deal and non-competition listed in the traditional loyalty obligations.The obvious significance of the conflict.The review takes objective standards as the leading factor and introduces revised operating judgment standards to allocate the burden of proof in reverse takeovers to directors.Emphasizes procedural review and allows directors to pass reasonable procedures to provide evidence against special faith in reverse takeovers.Observation of the obligation can reduce or even get rid of natural conflicts of interest.The four elements of tort liability are in line with the trial thinking of judges in our country.At the same time,the specific behavior elements of directors in reverse takeovers can be comprehensively considered,and there is room for application in reverse takeovers.The fourth part is the conclusion part.It proposes how to construct the diversified review standards for the fiduciary duties of the target company directors in my country’s anti-takeovers.This chapter is based on the previous summary and analysis.It is proposed that the balance of interests should be established in judicial review first.The principle of review.The establishment of the principle in judicial practice can realize the transformation of the review of the fiduciary duty of directors in anti-takeovers,and guide judicial review to give judicial initiative;secondly,the application of the third chapter of the diversified review standard under the guidance of this principle Propose the construction model of the ruler model and make a specific and applicable analysis.