Study On The Fiduciary Obligations Of Directors Of Target Companies In Anti-Takeovers

China’s Company Law(2018 Revision)only stipulates the duties of loyalty and diligence of directors,and does not mention the fiduciary duties of directors,and scholars generally regard the fiduciary duties of directors as the concept of directors’ fidelity obligations and diligence obligations.This article argues that the fiduciary obligations of directors are divided into the fiduciary duties of the general manager in the ordinary course of business of the company and the special fiduciary duties that the directors of the target company should observe when facing an acquisition.It is acceptable to regard the fiduciary duty of directors in the day-to-day operation of the company as a superior concept of the duty of loyalty and diligence of directors under the Company Law,but in the context of anti-takeover,in addition to the general duty of loyalty and diligence,this article stipulates the content of the fiduciary duty of the directors of the target company,including special fiduciary obligations.Such as investigation obligations,comprehensive information disclosure obligations,recommendation obligations,anti-takeover measures appropriateness obligations,etc.These obligations are those to be performed by the directors of the target company during the anti-takeover phase of the company,and this article argues that the special fiduciary obligations of the directors in this section can and should fall within the scope of the directors’ duty of diligence,and the criteria for the review of the directors’ duty of diligence shall apply.After incorporating the fiduciary duties of these special directors under the current Company Law into the directors’ diligent duties,according to the characteristics of the Chinese shareholders’ general meeting as the highest authority of the company,it is clear that China’s anti-takeover decision-making body is the shareholders’ meeting,and at the same time draws on the mature experience of the West to formulate the fiduciary responsibility review standards for the directors.In the anti-takeover of the target company,the target company has further improved the mechanism for the directors of the target company to pursue legal liability in the anti-takeover,which has changed the current situation that the legal provisions on the fiduciary obligations of the directors of the target company are unclear,the form of responsibility is single,and the review standards are missing.