Analysis On The Good Faith Request Of Directors' Care Duty In The Limited Liability Company

Our Chinese corporation law undergoes the subversive revision after 2005, and set the care duty request explicitly for the first time in the article. But, limited to the legislative development in the corporation law, its stipulation is very fuzzy, lacks the feasibility, and causes in judicature's suitable difficulty. At present domestic research regarding directors' care duty aspect, profits from Europe and America and so on developed country pattern. But because legislates the pattern with our country, the company structure, the judicial condition and so on, have the huge difference, therefore, it is not suitable to cite European or American laws directly about the standard of the duty of care.Through the graduate student stage's study and research, I considered that wecould introduce a new concept------good faith request to inspect director's care dutyfrom a new point of view. Though explaining and manifesting the content of the director's duty of care, the article will propose own some views regarding the director's duty of care in the concrete operation.This article besides the introduction and the conclusion, is divided from four parts, equals 39,000 characters.The first chapter is about the conception of "the good faith" and compared with the duty of care. Here, this part mainly defines good faith explicitly, analyses the relations between good faith request and the director's duty of care, proposed that the good faith may be taken as the standard to the director's duty of care, and introduces some factors of good faith.The second chapter is "the good faith" in the commercial judgment status and the function. Regarding director's care duty, we consider that, in European or American laws of corporation domain, an unavoidable question is the commercial judgment rule, therefore, this part discusses the relations emphatically between the good faith and the commercial judgment, what behavior must be protected by the commercial judgment rule, what kind of situation violates good faith request, as well as how legislative systems in which the commercial judgment rule is not suitable, manifest the good faith request.The third chapter is that the "good faith" request is inevitable when the director fulfills responsibility. This part mainly acts according to the each kind of situations and the questions which the director faces in the fulfillment of the duty of care, explains how the good faith request works. And it includes some requirements in the director's positive and negative behaviors, as well as the special director needs to face special good faith request.The fourth chapter is actuality and development on Chinese corporation law regarding the good faith of the director. This part analyzes our country current legislation situation, and proposes the related system perfect suggestion according to the special system and request discussed above on the director's duty of care in China.The final conclusion part reviews the cause of that the author in view of directors' care duty content to propose that good faith request, and proposes own view to some existed not yet solved the question, in order to discuss and study with readers how to define the good faith of the director's duty of care in our country law of corporation legislation together.