A Study On The Fiduciary Duty Of Directors Of Target Companies In Hostile Takeovers

As competition in the capital market intensifies,companies have expanded their scale through mergers and acquisitions,which is one of the main shortcuts to enhance the influence of the industry and expand the business map.The hostile takeover event has gradually become the norm of economic development.Compared with China's legal environment,the legislation on all aspects of mergers and acquisitions is based on the introduction of foreign laws.In addition to localization adaptation problems,regulation still lags behind Practice problems.In addition to the ambiguity of the anti-acquisition decision-making power,the issue of the director's fiduciary duty regulation in the core management position of the company is also widely criticized.Throughout the hostile takeovers that have caused public concern,the board of directors has taken the lead role in its role as the protagonist of its defense and resistance,and whether Zhang Chi has a degree,which has caused the industry to discuss and denounce,and also let the academics turn their attention to legislation.Regulatory.The author believes that in combination with China's current legislation on mergers and acquisitions,the target company's anti-acquisition decision-making power has not been clearly stipulated,giving the board a hegemonic space for private use,and then not making regulations for directors in the face of hostile takeovers,is tantamount to giving The beast's teeth and letting them out of the cage are bound to cause harm.Based on the above questions,the author intends to discuss the following four chapters:The first chapter discusses the situation of the directors in the target company,analyzes the status of the directors,and faces the influence of hostile takeovers.When performing their duties,they may consider their own interests.Through the analysis of the special situation of directors,the necessity of regulation of fiduciary duty in this special situation is brought out.The second chapter mainly analyzes the regulation of the director's fiduciary duty and the legislative defects.This chapter is divided into three main points.Firstly,it sorts out the legal provisions on the regulation of directors' fiduciary duty in China,and then analyzes the shortcomings of relevant legislation in China.Finally,it reconsiders the current legislation with Zhejiang People's Investment Tianhong's 2.7 billion yuan acquisition of ST biochemical case.The real problem caused by the lack of.The third chapter analyzes the fiduciary duty regulation of the directors of the target company in the anti-acquisition of the extraterritorial domain.From the two parts of the decision-making right and the letter of credit obligation,the different anti-acquisition decision-making rights lead to different legislative priorities.Thinking about legislation.The fourth chapter puts forward suggestions on the perfect path of the fiduciary duty of the directors of the target company in the hostile takeover,and focuses on the principles,main contents and evaluation criteria that the directors' obligations should be followed.