Research On The Duty Of A Director Who Leaves His Post

The manpower, financial resource and so on various aspects information and experience that the director has can't be compared with others. Along with the director's right expansion, the shareholder's force weakens. So it is necessary to regulate the director's behaviors, not only"on the post"but also"leaving the post".Based on the theory of director's"leaving post"duty, this article discuss the issues about director's duty after leaving the post both in and outside the country, and bring up suggestion about the director's duty after leaving post in our country.The article can be divided into four parts.The first part we just give a general analysis for the leaving post duty. The author is trying to explain the director's leaving post duty with traditional theory. However, regardless of is the mainland legal system country"appointing theory"or"the agent relations theory", as well as the English America legal system country"good faith"all is unable to give support for director's leaving the post. Because all this are based on director on the post, so they can't explain the duty leaving the post. So we must search for new theories. For the constrained of article, the author only enumerate honest theory, appointing theory, after contractual responsibility theory, employee theory to reconstruct director's leaving post duty. Based on the analysis of director's duty on and leaving the post, the author come to the leaving duty should be limited by on the post duty. The director duty is concerned about attention duty and loyalty duty. Attention duty is about on his post do what he should do. After the director leaving the post, there is no opportunity to operate the company, so there isn't necessary to take the attention duty. However, some loyalty duty, such as protection of important commercial secrets, the competition restriction, these still exist when the director leaved. So we can say the duty of a director who leaves his post is the lasting of the loyalty of a director in some aspects.The second part emphasizes on discussing the content of director's duties after leaving the post, which mainly includes the duty not to compete, the duty not to self-deal, the duty not to persuade others to betray the former corporation and the duty to protection of important commercial secrets. If we don't do any limit to property-deal between the company and director, it will give the director the opportunity to do some deals after leaving. When the director leaves, it is normal to ask other staffs leave, but it may make secret revelation. So the director should not persuade others to betray the former corporation. Business secret concerns security information and important secret. The general security information obey the rules no contract, no duty, the important business secret obey the rules that keep the secret absolutely. The regulation that competition restriction after the director leave the post is essential. On the one hand that the law should protect the right benefit of the company, on the other hand should protect the director choosing the profession freely. How to find a suitable balance point is the value of competition restriction.The third part is the Legislation evaluation to the duty of director's leaving post in our country. The author discuss from two aspects: the present situation and the flaw of legislation. The new Corporation Law summarized the experience after the reform and open of our country, and also absorbed the advanced method in other countries, but it have no regulation of director's leaving duty, it is regret. Although other laws regulate the leaving post duty, it is only involved not divulge the business secret and competition restriction. Because of these, caused many cases occurred. Trough these contrasts, the author summarized the flaw of director's leaving post duty, and lay down the foreshadowing for making it better.The fourth part is to further consummate the legislation of leaving post duty in our country. To say the leaving duty ,we must fully respect the director's basic right after leaving, the author discuss the fact in our real life, like competition restriction and business secret protection. And through the author's own viewpoint, hope to give some suggestions to the leaving post duty. In brief, we must in line with fair and objective, and see from the actual situation of the director leaving post. We are intention to deal well with the relationship between company's property and business activities. Then we can further perfect company right competition, and promote socialist market economy stability and prosperous.