The Study On Non-completion Agreement Of Director's Faithful Obligation

Companies in contemporary time tend to be expansion, and equity stake tends to be decentralized. The power of management inclines to centralize the board of directors. Along with this change, the management structure of the company gradually change from the model of"general meetings of shareholds"to"centralization of the board of directors". In commercial practice, the legislation model to depart ownership and management power fits the development of market economy, however it arouses the problem of increasing management cost. To constraint the power of the management directors and decrease the cost of management, companies in every country ask for the duty of loyalty and due diligence of the directors. Due diligence highlights the care and diligence of the directors, and asks for the greatest personal intelligence of the directors and it is closely connected with the ability of directors. Loyalty duty asks for the board of directors to be loyal to the company, and to regard the whole profit of the company as the most important thing. If personal profit conflits with the company, he or she must gives up his or her own benefit and puts the benefit of the company in the first place. Royalty duty is closedly connected with the morality of the directors, and it presents the law quality of loyalty duty. Non– competition is one of the important law. A great many of facts prove that the duty of no– competition makes contribution to many aspects: it can regulate the management of the board, and protect the benefits of companies and shareholds, at the same time it regulates the behaviours of the board. The company law in our country legislates the non– competition duty. It not only provides the direction for the court to solve the non– competition case, and it promotes the development of company's rule system. it is significant to build up a good market law and order.The contents of this paper fall into three parts. The first part demonstrates the details of the case, such as the case process and result. The second part deals with the law principle analysis, and it is the main content of this paper. Law principle analysis departs to four parts, and in its first part, it presents the law principle basis of loyalty duty in board. It also analyses details of trust relation, agency relation and commission relation. In the second part, the paper gives seven kinds of behaviours of anti– loyalty duty: embezzling, openning an account privately, borrowing and lending money illegally or offering security, self– dealing transaction, non– competition, possessing oneself of company's commission and telling tales. The third and fourth part is the key and difficult part, the third part deals with the court justice and commercial practice. With the rule of non– competition and company law in our country, dealing with non– competition duty and rules from nine aspects, including the main range of non– competition, subjective aspect, objective aspect, content range, time range, district limited, company state, self– run or supported by the other and同类的业务and so on. The fourth part explains the lawsuit rule of non– competition duty in detail, and it contains litigant, jurisdiction, immunity, and civil liability and so on. The third part provides legislation advice and some of my own opinion on the practice of non– competition in our country.