Legal Restriction On Traces Of Directors And Themselves

In the modern company, because the share is becoming more scattered, company's ownership and control power are separated day by day, the board of directors occupies the leading status in company's administration structure, and directors have become controllers of the company. In the commercial affairs activity of the company, the director's business with himself already becomes a type of important transaction of influencing company's performance. Because this kind of transaction has positive and passive double influence on company's interests, we should carry on legal restriction to it rationally, this is not only real needs of realizing the company's management and solving the problem of trading with oneself, but also inner requirement of implementing director's faithful obligation and safeguard company interestsThe director's business with himself is the trade between the company that a director holds a post and the director or other human with the director's great stake, it is a kind of neutral market behavior; have reciprocal the congenital one, the law attitude to it goes through a course from forbidding to having ready conditions to allow. In our times, each country generally adopt the method of combining the procedure rule and actual rule to filtrate the potential morals risk in maximum, in the hope of mounding the director's behavioral choice, safeguard company's interests.Though "company law" of our country has been already revised, the provision about the director's business with himself is still too abstract and extensive, it is difficult to realize effective restriction to it, it deserve to be completed. In view of our country's present social realistic condition, we should lay particular emphasis on setting up and amplifying the procedural rule, define the consequence of violation of procedural rules, in order to ensure the essential justice to the greatest extent; entrust the court examine right to this kind of behavior to a certain degree at the same time, strengthen afterward supervision, prevent the director from " damaging the public and fattening the private gains ". For this reason, we should improve restriction system of the company from defining the director's business with himself, confirming the sanctions organ rationally, setting up and amplifying the revealing rule, giving the court the fair check right and improve relieves channel, etc four respects, in order to deal with the disadvantage and realize the advantage of the director's trades with himself.