Comparative Study On The Directors' Duty

One of the most important characteristics of modern company is the disjunction of the ownership and the power of operating the company. The shareholder's right has been weakened while the power of the director has been much more strengthened. Company law in all countries has to face the new challenge and to re-regulate the obligations and duties of the directors pursuant to the new changes. This paper takes the legislation and legal practice of several countries in European Union and China for comparing .The purpose is to find the difference and what cause the difference of the director's duties among the countries in EU and China. The comparative analysis based on the logical thoughts of "obligation—duty—undertaking of the duty"and concluded with the legislative proposal to our company law. This paper consists of four chapters. The first chapter discusses the definition and legal status of directors. The second chapter focuses on the obligation of the directors which is deemed as the premise for the director's duties. The third chapter is about the director's duties and the elements for the director's duties. The last chapter works on how to make director undertaking their civil duties. The first chapter discusses the definition and legal status of directors. The paper uses a broad definition of the directors but exclude certain people such as the independent directors. The paper pays much attention to the legal status in different EU countries and analyzes the legal theory that should be adopted by China. The second chapter discusses the obligations of directors in EU countries and in China as well. It concludes that the China's already has a systematic regulation on the director's obligation but some of the obligation needs to be specified. The third chapter has focused on the director's duty. It analyzes the different elements for constituting a director's duty in different countries and why there is difference. It proposes four elements which is should be used to establish our system of director's duty. The fourth chapter is the essence of this paper. It discusses the theory and practice of undertaking of the director's duties in EU countries and China. It puts forward there are internal and external mechanisms with respect to the undertaking of the director's duties. And it proposes to establish both of the mechanisms in our country for they have compensative function to each other.