Fiduciary Duties Of Directors Of Target Companies In Anti-takeover

Directors’ fiduciary duty has always been the focus of discussion in both theoretical and practical circles.In the face of hostile takeover.how to control the board of directors of the target company to use the company’s resources to "protect themselves" and take anti-takeover actions that are detrimental to the interests of the company’ and its shareholders is a common concern in national legislation.In the anti-takeover process.there is a natural divergence of interests between directors and shareholders,and this divergence of interests puts directors under scrutiny.At the same time,anti-takeover measures directly affect the interests of various subjects and relate to the change of control of the company.In order to ensure that directors do not harm the interests of all parties when taking anti-takeover measures,higher requirements are placed on the fulfillment of the fiduciary duties of directors of target companies.China’s corporate takeovers are developing rapidly and hostile takeovers are frequent,but there is currently an imbalance between supply and demand between the relevant legal provisions in the field of anti-takeover and the real demand for anti-takeover in China.The provisions of directors’ fiduciary duties in anti-takeover are not perfect,and there are gaps in legislation and lagging legal system,etc.Therefore,it is necessary to construct a perfect system of directors’ fiduciary duty to restrain directors’ behaviors-review the legality of’ anti-takeover measures under the institutional framework of fiduciary duty,guarantee the smooth development of corporate takeovers and promote the legalization of the capital market.This paper discusses the perfection of directors’ fiduciary duty of the target company in the special corporate activity of anti-takeover,starts from the existing problems of directors’fiduciary duty in China’s anti-takeover,discusses directors’ fiduciary duty in the whole process of takeover,compares and analyzes the legislation and practice of directors’ fiduciary duty in overseas British and American countries,explores the suitable legislative path in China,and proposes the perfection of the system of directors’ fiduciary duty in China.In addition to the abstract and the introduction,this paper is divided into four parts,each of which is as follows:The first chapter focuses on the regulatory basis of directors’ fiduciary duties.By analyzing the role of directors in the anti-takeover process to determine their position in the anti-takeover process,and then clarify the value of regulating directors’ fiduciary duties in the anti-takeover process;based on the theoretical and practical difficulties in China’s anti-takeover process,we discover the dilemmas in the regulation of directors’ fiduciary duties in China at present,and construct the improvement path of directors’ fiduciary duties in China from the problems.Chapter 2 is a stage-by-stage analysis of directors’ fiduciary duties in the context of the entire acquisition process.Since the specific manifestations and requirements of directors’fiduciary duties differ at each stage of an acquisition,it is necessary to discuss directors’fiduciary duties in the context of the whole process of an anti-takeover,including the specific manifestations of directors’ fiduciary duties before the start of a hostile takeover,in the face of a hostile takeover and when a hostile takeover is inevitable,as well as to review and evaluate the anti-takeover measures taken by directors.The third chapter is to analyze the different regulations and judgment standards of directors’ fiduciary duties in the United Kingdom and the United States,and provide.directions and references for improving the’ system of directors’ fiduciary duties in China.The analysis mainly focuses on the experience of the UK and the US in terms of the attribution of anti-takeover decision rights and the review standards of directors’ fiduciary duties,clarifies the attribution of anti-takeover decision rights,and learns from the UK’s legitimate purpose standard,interest standard and the US’s business judgment guidelines.The fourth chapter is mainly based on the above research to put forward the relevant suggestions to improve the directors’ fiduciary duty in anti-takeover in China.First of all,it clearly vests the anti-takeover decision-making power in the board of directors,and constructs clear judgment standards for the duty of fidelity and the duty of care.At the same time,it appropriately introduces operational judgment criteria and improves the institutional guarantee of information disclosure system and shareholder litigation system.