The Study On Directors' Duty Of Loyalty

With the variance of corporate governance structures ,the board of directors and the directors have expanding power .At the same time, the conflict between the directors and company is coming more. What can we do to control the directors'deeds and protect the profits of company and his shareholders? That has been the hotspot to which the lawmakers and scholars pay attention. From the profit conflict, my papers study directors'duty of loyalty, consulting other counties'legislation, especially England and America's. I hope my thesis can help perfect our Corporate Law and corporate governance structures.The board of directors is the operation organ, which is composed of many directors, who have some operating power and delegacy in the company. There are three different theories about the relationship between the directors and the company, including commission relationship, agent relationship and trust and agent relationship. But they all require the directors'duty of loyalty, which is used to control the directors'deeds and protect the profit of the company. According to the directors'duty of loyalty, directors should take the profits of the company into account first of all, not their own profits. The directors'duty of loyalty is part of the directors'duty system. It has its own status, including no self-dealing, no contesting, no usurping corporate opportunity and so on, which are my important study in the thesis.Firstly, there should be not self-dealing transactions for directors. Self-dealing transactions include direct and indirect ones. The direct ones are those between directors themselves and the company. The indirect ones are...