The Business Discretion Of The Board In English And American Corporate Law

The board is vital important in the distribution of corporate power. The dissertationdiscusses the business discretion of board and the control of such power. It also arguesthe reasonable limitation of the control and the special problem in Chinese corporategovernance. The dissertation is composed by three parts, namely the discretion of the board, thecontrol of the power, the director dominated by the controlling company. The totalnumber of words in this dissertation is 4025, including 3000 words of forrtnotes. Chapter One: the contents and the nature of discretion of the board. This chapterfirstly discuss the definition of the discretion. The business discretion of board is apower to make decision among several choices while managing the important businessof corporate. Then the chapter introduces the contents of the power in English andAmerica corporate law in detail. Since the relationship between board and corporate arethe mixture of agent and trust in English and America corporate law theory, the chapteranalyses the nature of the discretion ob power from aspects of agent and trust. Chapter Two: the Control of the business discretion of board. The chapter firstlyintroduce the principle of the use of the discretion. Following that, the chapter introducethe misuse of the power in real world. Then the chapter discusses the control of powerfrom two aspects: the rule of decision making of the board and the duty of director. Theformer control insure the scientific decision of board. The later insure the reasonabledecision via personal duty. After discussing the significance of the control, the chapterargues that the control shall be limited at a reasonable level. Chapter Three: the problem of the son company's board. The chapter analyses thedistortion of the power structure in SOE's controlling company. The main reason areSOE's dominating advantages on the board and the administrative management.