The Changing Process Of Directors' Fiduciary Duty Based On Social Responsibility

There has been a lot of discussion about corporate social responsibility aboard since 1930th. Should director only be responsible for the benefit of stockholder, or can they even should they consider the benefit of other non-stockholder stakeholders? Arguments on this question are especially fierce. Although scholars haven't come to an agreement on whether corporation should bear social responsibility and director should consider the benefit of non-stockholder stakeholders until now. And a lot of scholars hold counterviews. But we have to admit, along with the social questions resulted as the fact that corporate only care about profit more and more strict, and theories on stakeholders more and more fashionable, not only the academic voice agreeing on that corporate should bear social responsibility gradually take up the main position, but more important is that legislations and judicial practices in many countries begin to admit corporate social responsibility, permit or even request director consider the benefit of non-stockholder stakeholders, offering the legal support for directors'social behaviors.This thesis expatiate the intension of the directors'fiduciary duty in traditional corporate theory, the gradual changing process of the directors'fiduciary duty after the introduction of corporate social responsibility, directors'new role and station after coming through all these changes, and some advises on how to promote directors in our country consider the benefit of non-stockholder stakeholders . Which needs to be explained is that this thesis mainly chooses American legislation and judicial practice in this area when demonstrating the changing process of the directors'fiduciary duty. Because American academic discussion in this area is fiercest, and its legislation and judicial practice in this area is also most advanced, and it seemly drives the development of other countries'legislation and judicial practice in this area. So I take the way of giving priority to American development, and using other countries'regulations as complement when studying this subject.This thesis includes five parts. Forewords mainly illuminate the background and significance of this subject.Chapter 1 demonstrates the traditional meaning of directors'fiduciary duty is that director should only be responsible for the benefit of stockholder from the perspective of its beginning and every country's legislation and judicial practice on its meaning. This traditional meaning also has its theory foundations.Chapter 2 mainly focuses on the development of American directors'fiduciary duty based on social responsibility, demonstrates the process from director only caring about stockholders'benefit to they can or should consider non-stockholder stakeholders benefit. Directors'fiduciary duty explained in American early judicial cases totally agreed with its traditional meaning, until the big discussion about who should directors be responsible for caused by the economic crisis in the late 1920th. Although scholars haven't come to an agreement on this discussion, American legislation and judicial practice gradually admit that corporate should bear social responsibility, and directors can or should consider the benefit of non-stockholder stakeholders. Chapter 3 discusses the new role of directors after this change mentioned above, and give some advises on how to promote directors in our country consider the benefit of non-stockholder stakeholders. After the change of directors'fiduciary duty, directors'liability and status also changes. Directors should not only care about stockholders'benefit, but also consider the benefit of non-stockholder stakeholders."rules for the governing of listed company", which came into effect in 2002 in our country, first brought forward the protection of non-stockholder stakeholders'benefit. But as it is only guidance and it has no actual operating regulation and ensuring mechanism, so it might become a form in real practice. Therefore, we need to consummate our regulations in order to let the benefit of non-stockholder stakeholders come into directors'consideration.The last part, tag, again emphasizes that directors'considering the benefit of non-stockholder stakeholders gains high authorization from the perspective of most countries'present legislation. Furthermore, writer brought forward the thought of introducing consumer director and environmental protection director. But writer can't deeply solve relative questions because of my limited academic ability. All these questions still need the attention and discussion of experts and scholars.