On The Study Of Improvements Of Duty Of Care In China's Company Law

One of the most important characteristics of modern company is the separation of ownership and management. Shareholders do not directly manage the businesses of the corporation,but directors are responsible for management of a corporation. Whether directors perform their duty with due diligence in the best interest of the corporation have a significant impact. Based on the relationship between the director and the company, a director has a duty to the corporation to try his best to perform the director's functions in the corporation's best interest ,and with the duty of care that an ordinarily prudent people in a like position would have. This article will try to put forward some suggestions about the improvement of the duty of care in our company law through analysing the statutes of other countries.This article is divided into four chapters:The first chapter make the meaning of the duty of care clear by introducing the concpet of the duty of care, comparing duty of care with duty of loyalty, forming the basis for further discussions.The second chapter analyzes how the duty of care come into being form the two aspects of heoretical basis and realistic basis. heoretical basis n focuses on analyzing the various theories of the relationship between a director and company, and the reasonbleness of every threory. realistic basis is concerned with the necessities of the restriction of directors'discretion and improvement of corporate governance structure.The third chapter introduces the standards of the duty of care of other countries and business judgment rule from the viewpoint of comparative law ,and analyzes the merits of the subjective standard and the objective standard and the value of the business judgment rule.The fourth chapter put forward some suggestions about the improvement of directors'duty of care in our company law: (1) establishing the both subjective and objective standards of duty of care. (2) the actions a director takes are divided into two different types: decision-making and supervision. apply different standards to each type of action.(3)eliminating or limiting the personal liability of a director to the corporation for the breach of the duty of care.