The Study On Director's Duty Of Prohibition Of Business Strife

When the director, vital for the modern corporate governance, has interests conflicts with corporation, including the violation of the duty of the prohibition of business strife, it would damage the company. Based on the doctrine of director's duty and the analysis of comparative law, this NOTE, expected to be of help to the revision of the Corporation Law and the judicial practice, clarifies the standard of judging the director's violation of the duty of prohibition of business strife and the means of guarantee the remedies to the corporation.Except for the preface and conclusion, the article is divided into four chapters: The first chapter is about the introduction to the director's duty of prohibition of business strife. Firstly the issues related to the director's duty of prohibition of business strife are raised by a typical case. Secondly the concept of the director's duty of prohibition of business strife is defined by means of comparative law. Finally the principle of the director's duty of prohibition of business strife is analyzed from the perspectives of legal and economics.The second chapter is about the analysis of how to judge the director's violation of the duty of prohibition of business strife. Firstly it analyzes the types of directors who should take the responsibilities for the violation of duty of prohibition of business strife. Then it puts forward the standards of judging the behaviors of business strife and specifically analyzes the way, field, region and period of business strife.The third chapter focuses on the legal consequences of the director's violation of prohibition of business strife. Firstly it expounds the legal force of the behaviors of business strife and states the consequences of violating the duty of prohibition of business strife through the administrative and criminal obligations. Then it suggests that corporation can obtain remedies by virtue of the rights of asking for continuing performance, compensation for damages, disgorgement, and punishment.The fourth chapter is about the exemption of the director's duty of prohibition of business strife. It discusses the significances of exemption and then designs the procedure of exemption.