Hostile takeovers and directors' duties: From Delaware to brussels, what's best for shareholders?

摘要

This thesis attempts to address the crucial issue of the appropriate role of corporate boards in response to hostile takeover bids. In such circumstances, directors face an obvious conflict of interests: since they might lose their jobs and benefits once the acquisition is completed, they may use their corporate powers to erect takeover defenses or to simply veto the offer. As a matter of doctrine, the debate falls into two schools of thoughts. The managerialist school supports that boards should be permitted to erect defenses and/or veto on the grounds that directors are better placed to protect the interests of shareholders whereas the shareholder choice school relies on the conflict of interest to support boards' passivity. As a matter of practice, the U.S. system adopts an approach that is more consistent with managerialism, while the recent European takeover directive advocates in essence that shareholders are the only ones that should take the ultimate decision.;At the end of the day, we must ask ourselves "What's best for shareholders?"