Study On The Director's Non-Competition Obligation

At present, under the system of separation of ownership and management in the modern company, the company directors as director of the company managers have the important position in the corporate governance structure. They usually own the company's major commercial information and secret. In order to prevent the directors of the company making use of management position in the company for themselves or others seeking illegitimate interests. They caused damages for the company's legitimate rights and interests. The legal rules regulate behaviors of the competition of the company directors. Therefore, as a typical obligation of fidelity with the company of the director, the non-competition obligation to protect the interests of the company to have the important meaning. Based on company law of our country about the director's non-competition obligation, the author make the non-competition obligation of content and liability regulations as the main research object. From basic theory, the author refer to relevant legislation and study inland and abroad, the behavior way, competition restriction areas, regional scope and time limits for emphatically discusses. In China, such as the problems existing in the legal regulations, presents the author's views and suggestions.The article is divided into introduction, body and conclusion of three parts, the body, including a total of four chapters:The first chapter is an overview of director's non-competition obligation, this chapter discusses the basic theory of director's non-competition obligation and theoretical basis for the later research. First, the chapter explained the concept of director's non-competition obligation, and in accordance with the non-competition obligation of director of different criteria to classify. Non-competition obligation of director and the director's duty of loyalty as a derivative obligation, the main legal basis for the relationship between directors and the company, agency cost economics is based on the production.The second chapter on the theory and practice of acts of directors of trade studies to determine the existence of the dispute and a brief assessment of the obligations of States on the exemption provisions. As the core of the study, this chapter first defines the commitment of the main director's non-competition obligation, and then focusing on Article 149 of Companies Act provisions, the specific analysis of how to determine the directors of breach of director's non-competition obligation conduct of operations, focusing from the behavior, competing industry segments, geographical scope and time limits of these areas to consider. Finally, an exception to the provisions of law described and analyzed.The third chapter analyzes the director of the breach of director's non-competition obligation consequences, first of all from the effects of external and internal aspects of the law of behavior and the legal effect of the third party liability of the company, and then analyzes the competitive directors on the Company shall bear civil liability, as well as state-owned companies, directors of enterprises violating the criminal law on the crime of illegal business dealings in the same criminal responsibility.The fourth chapter in the non-competition obligations of the legislation on the status of the directors based on the analysis put forward for improving the existing legislative proposals focus on improving the non-competition obligations of the outgoing directors, and breach of director's non-competition obligation of system to benefit the legislation.