The Legal Study On The Director's Duty Of Care

During the recent years,the management mode of modern companies has transferred from"shareholders general meeting-centered"to"board of directors-centered"which results in the weakness of power of shareholders of company and expanding of power of board of directors.The board has making constant changes itself and gained much control of the corporation.The fact is that the board in some sense substituted the general meeting on controlling the business of corporation,and determining whether a corporation could subsist and maintain prosperous.So the board has become the corn of corporate governance. Therefore,in order to prevent the director abuses their authority which expands day by day, and prevent bruise the directors' enthusiasm of management,various counties strengthen rule of director's duty of care,and pay more attention to balance this strength from the relationship between right and voluntary,between authority and responsibility.Consequently,it is a logos which various countries' legislation has taken that establishing moderate system of the duty of care of director.This thesis aims at discussing the deficiency of the director's duty of care in the new"Corporation Law"of our country,and providing some suggestion about amending Chinese corporate legislation mainly through comparative analysis,and combines the corporate legislations of common law countries and that of civil law countries,paying adequate attention to Chinese reality.The first part of this thesis has summarized the basic theory of director's duty of care.In order to analyze and research the director's duty of care further,it has introduced the meanings,character and interrelated concepts.The second have analyzed comparatively on the criteria of director's duty of care between Common Legal System and Civil Law System in comparative analysis point of view.It intended to conclude the foreign advanced experience about duty of care by comparative analysis.We can draw lessons for legislation in our country.The third part has discussed the responsibility on the circumstances that the directors violated their duty of care.In order to restrict the behavior about violating duty of care,it elaborated different types of responsibilities,criterion of liability and constitutive requirements.The forth part has proposed the interrelated countermeasure and solution on perfecting director's duty of care of our country.