Company is a kind of important market subject formed by people and property in accordance with law and it plays a very important role in modern market economy. In order to make directors fulfill their duties and obligations rather than abuse the constant expansion of the power that granted from the law and memorandum of association, the modern laws of various countries have strengthened the directors' obligations and liabilities. Especially in Great Britain and America, the legal system of director' s duties and liabilities has already been quite perfect .Comparatively speaking, the norm about director's duties in Chinese company law legislation is imperfect and especially there is no definite provision about director's duty of care. Furthermore, the theoretical researches and practical experience in relation to the duty of care are insufficient. So it is necessary to make overall and systematic researches into the legal system of director's duty of care. Firstly, the article elucidates the definition of duty of care and the differences between the duty of care and duty of loyalty. The theoretical foundation of the duty of care is also expounded in this part. Secondly, Combining the legislations and judicial practices in the two fundamental systems of law, the article makes a comparative study on the director's duty of care. By the comparison the trends concerning director's duty of care can be found that its judgment standard is often objective and its range is expanding greatly as well as liabilities are strengthened when the duty of care is violated by directors. Finally, the article discusses the establishment and improvement of director's duty of care. In Chinese company law, the director's legal status and the judgment standard and range of director's duty of care should be provided clearly. The system of civil liability, especially theliabilities to the third party, should be perfected when the director violates his duties of care, and the legal system of shareholders' representative action should be established at the same time. |