| The'Sanlu' powdered milk incident questioned the good faith of enterprises.The Board's discreditable behaviour has caused a significant impact upon the enterprise and even the whole industry.Setting up the Board's fiduciary duty is beneficial for implementing corporate social responsibility and nurturing the enterprises' honest business.The appearance of Board's fiduciary duty is the necessary tendency of the development of Board's duty.As the leading company law theory,the American Companies Law firstly established the Board's fiduciary duty.Since 20th century,the Supreme Court of the State of Delaware,USA has established that the Board's fiduciary duty distinguishes from the duty of loyalty,duty of care and duty of independent good faith through a series of cases,providing a brand new research route for traditional dual system of Board's duty.What is the content of the Board's fiduciary duty? What is the behavioural standard of Board's fiduciary duty? Is the Board's fiduciary duty the duty of independent good faith? Is the Board's fiduciary duty of significance that our country can borrow ideas from it? The thinking of the above questions is exactly the basis of the research of this dissertation.This dissertation is made up of four sections.Section one will mainly introduce the concept and characteristics of Board's fiduciary duty,explaining the meaning of Board's fiduciary duty from a macroscopic angle.At the same time,I will demonstrate the development of Board's fiduciary duty in the American Companies Law,observing the formation of this concept from the perspective of history.Section two will analyse the legal status of Board's fiduciary duty,distinguishing the fiduciary duty from the duty of loyalty and duty of care from a microscopic standing point.Section three will explain the behavioural standard of Board's fiduciary duty and primarily analyse the Board's misappropriate behaviours,including the illegal behaviours caused by the Board on purpose;not disclosing relevant information;misuse of authority and persist breach of duty.The last section will be the author's thinking of whether or not our country should introduce the Board's fiduciary duty,mainly analysing the necessity and feasibility of introducing the Board's fiduciary duty in P.R.China and accordingly the author will propose his own suggestions. |
