Author(s)

Mingyang Chen ¹

Affiliation(s)

¹ School of Law, Newcastle University, Newcastle Upon Tyne, United Kingdom

Corresponding Author

Mingyang Chen

ABSTRACT

The research object of this study is the discretionary decision-making power of directors in corporate acquisitions. The main research jurisdiction is the United Kingdom, and the main research purpose is to analyse whether more discretion should be given to directors in acquisition decisions. Corporate takeover behaviour is divided into friendly takeover and hostile takeover according to the attitude of the target company. In a friendly takeover, the acquirer and the target reach an agreement and the acquisition process proceeds smoothly. In a hostile takeover, when the target company is not willing to be acquired, the acquiring company can directly contact the shareholders beyond the company's management of the target company to make the acquisition. To defend such takeovers, corporate directors can often take some anti-takeover measures to fend off takeovers. This study divides the decision-making power of directors in takeovers into whether directors can take anti-takeover measures to resist hostile takeovers and thus affect the outcome of takeovers. The UK takeover regulation is set up with shareholders as the center, so the UK company directors often do not have much decision-making power in takeovers. This study will analyse the current anti-takeover measures in the UK and study the feasibility of giving more discretionary power to directors.

KEYWORDS

Takeover, Directors' discretion, Hostile takeover, Takeover defence

CITE THIS PAPER

Mingyang Chen, Study on Directors' Discretion in Takeover: A Perspective of Rebalancing Directors' Takeover Discretionary Power. Science of Law Journal (2023) Vol. 2: 11-16. DOI: http://dx.doi.org/DOI: 10.23977/law.2023.021103.

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