反收購視野下董事信義義務(wù)之研究.pdf

1、學(xué)校編碼： 學(xué)校編碼：10384 分類號(hào) 分類號(hào) 學(xué)號(hào)： 學(xué)號(hào)：200308229 UDC 碩 士 學(xué) 位 論 文 反收購視野下董事信義義務(wù)之研究 反收購視野下董事信義義務(wù)之研究 Study on Fiduciary Duty of Company’s D

2、irector in Anti-takeover 鄭 凡 鄭 凡 指導(dǎo)教師姓名： 陳輝萍 副教授專 業(yè) 名 稱： 法 律 碩 士論文提交日期： 2 0 0 6 年 4 月論文答辯時(shí)間： 2 0 0 6 年 月學(xué)位授予日期： 2 0 0 6 年 月答辯委員會(huì)主席: 評(píng) 閱 人: 2006 年 4 月ABSTRACT Regarding as the der

3、ivative production in capital market, anti-takeover not only impulses the effective disposition of economic resources, but also causes the battle of the company's control. In the battle, the director of targeted comp

4、any faces some threat such as drop of earning or losing of status, so it is very possible for them to harm the interests of company because of self-protecting. At present, the relevant legislation is relative lagging in

5、our country, and the system of anti-takeover is not set up totally. These aggravate the reduction crisis of fiduciary duty of the director of targeted company. Then how to guarantee the rational fulfillment of the fiduci

6、ary duty of the director in the anti-takeover, so as to improve the reasonable operation of modern company has become an unavoidable problem in the company operation. By analyzing the legislation of foreign countries and

7、 the reform of stock right in China, the author tries to figure out the legislative trend embodied in the revision of Chinese Company Law and Securities Law, and suggest reasonable legal system for the improvement of the

8、 fiduciary duty of director. The thesis consists of three parts——preface, text and conclusion. The text covers five chapters: Chapter one explains the appearance of a lot of interests conflict in anti-takeover accordin

9、g to the theory of takeover and anti-takeover. Meanwhile, the author points out that it is an important proposition in the legislation of anti-takeover to strengthen director's fiduciary duty according to combining t

10、he origin and development of fiduciary duty. Chapter two describes the value of strengthening fiduciary duty of director of targeted company from the point of view of economy and law. And the author points out that it i

11、s primary aim to balance the interests between the relevant subjects. At the same time, it accords with the inherent requirements of modern corporate. Chapter three analyzes some foreign legislative restraint of fiducia

12、ry duty of director in anti-takeover. Such as the general permission model represented by the United States of America, and the general prohibition model represented by Britain and Germany. The author analyzes the functi