Corporate Director's Duty Of Loyalty

Lately, it's common occurrence that the managers of the corporationdisregard the profit of the corporation and took the advantage of theirstatus and authority to figure for the benefit for themselves, whichcaused not only the economic loss directly but also the confidencedepression of the investors indirectly, As a result, the financing costincrease and the investment to enterprises has been embarrassed, and eventhe whole economic development suffered negative effect. Meanwhile,directors as major members of the managers play an important role incorporate governance. Nowadays, practical and academic area of corporatelaw among various jurisdictions focus on how to impel directors to be mostloyal to corporation on the base of protection their creative ability.This Article analyze the principles and the rules concerned director'sduty of loyalty by typical analysis methods. I hope it can be used forreference to perfect current legislation of director's duty of loyalty.Apart from introduction and conclusion, this Article consists of fourparts.Partâ… , General Principle of the Duty of Loyalty. Partâ… aims todisclose the definition, rational and justified foundation, and legalnature of the duty of loyalty. Partâ…¡, Regulation on Self-Dealing. Partâ…¡analyze the definition,rules on comparative law, concrete rules, and remedies of self-dealing.After discussion of general rules of self-dealing, Partâ…¡analyze currentrules on China's corporate law.Partâ…¢, Regulation on Executive Compensation. After discussion ofthe rationale of regulation and rules on comparative law, Partâ…¢argueswe should adopt the standard of procedure fairness to regulate executivecompensation. Partâ…¢also take a proposal on concrete rules ofregulation and analyze the defect in current rules on China's corporatelaw and related law.Partâ…£, Corporate Opportunity. Partâ…£analyze the definition, ruleson comparative law, and concrete rules of Corporate Opportunity Doctrine.After discussion of general rules of corporate opportunity, Partâ…£analyze current rules on China's corporate law and take a proposal.