On The Director's Duty Of Care

Corporation is a kind of important market subject formed by people and property in accordance with law, and it plays a very important role in modern market economy. In order to make directors fulfill their duties and obligations rather than abuse the constant expansion of the power that granted from the law and memorandum of association under the establishment of'directorate-centrism'in modern corporation government structure, the modern laws of various countries have intensified the director's duties and liabilities. But meanwhile, the modern corporation legislation also pays attention to balance this intention properly so as not to discourage the directors. For instance, classifying the contents and objectivizing the standards, adding business judgment rules and clauses limiting director's duty to'Corporation Law'. Especially in Great Britain and America, the legal system of director's duties and liabilities has already been quite perfect. Comparatively speaking, the norm about director's duties in Chinese corporation law legislation is imperfect yet and especially there is no definite provision about director's duty of care. Furthermore, the theoretical researches and practical experience in relation to the duty of care are insufficient. So it is necessary to make overall and systematic researches into the legal system of director's duty of care. This paper intends to study further the way of intensifying the norm of director's duty of care, and at the same time, balancing this intension properly by constituting a set of logical standards and subsidiary systems. Hereby, the norm of director's duty of care in our country could supervise and urge the directors in a real sense rather than discourage them.