Contents Introduction; 1. Reasons for takeovers; 2. Risks involved in takeovers; Chapter I; 1. Legal status of directors; i. Legal position of directors under Companies Act; ii. Collective responsibility of board; iii. Duties of directors towards Shareholders; iv. Duties towards other stakeholders; • Creditors; • Employees; • Economy; 2. Need for regulation of conduct of directors; i. Conflict of interest; • From acquirer's perspective; • From target's perspective; 3. Legal Regime over role of directors and promoters in India; i. Ownership and management: Data analysis; ii. Historical evolution of role of promoters; iii. Recent changes in the position of promoters; iv. Regulator's stand towards promoters; Chapter II: Fiduciary Duties; 1. Relationship between fiduciary duties and duties under the Codes; 2. Position in UK; i. Duty to act in good faith; ii. Duty to act for proper purposes; iii. No conflict No profit Rule; iv. Duty of Care; 3. Position in India; 4. Position in US; Chapter III: Duties under the Codes; 1. Duties of directors of target; i. Duty to carry on business with past practice; ii. Duty to give reasoned recommendations with regard to the offer; iii. Duty of neutrality; iv. Non appointment of directors of acquirer on the board of target; v. Duty not to take any corporate action; vi. Role and duties of independent directors; vii. Duties of directors already represented on the board; viii. Efficient use of resources; ix. Obligations of board of Target Company towards acquirer; 2. Duties of directors of Acquirer Company; i. Duty to make Public Announcement and financial arrangements; ii. Duty of disclosure with regard to assets of target; iii. Duty to prepare true, fair and adequate documents; iv. Duty with respect to payment of consideration; v. Prohibitions on; • acquisition of target during offer period; • selling shares of target; • To make another offer for target (cooling period); vi. Completion of acquisition; vii. Additional duties on acquirer on UK City Code; 3. Conflict in duties and their resolution; Chapter IV: Takeover Defenses; 1. Promoters stake as best defence; 2. Staggered Boards; 3. Shark repellents; 4. Golden parachutes; 5. Crown Jewel; 6. Shares with differential voting rights; 7. Interlocking shareholdings/white knights; 8. Convertible securities/poison pills; 9. Voting agreements between shareholders; 10. Corporate actions; 11. Litigation; 12. Disclosures under the codes; 13. Certain additional defences in India; i. National sentiment as embedded defence; ii. Share transfer restrictions; 14. Liabilities of director in case of breach of duties; Part V; 1. Due diligence aspects; i. Role of directors in due diligence; ii. Major considerations of directors; iii. Checklist for acquirer company; iv. Checklist for Target company; 2. Contractual issues; 3. Intellectual property issues; 4. Labor law issues; 5. Competition Law issues; Observations and Suggestions; Conclusion.