On The Directors' Duty Of Loyalty

In our contemporary management of the company's production and operation activities, the emergence of a growing trend: the company's growing separation of ownership and management. Over time, if the directors of abuse in the hands of the right to direct injury to the future, but not their own interests, but there is no direct relationship with the company's shareholders. For this reason, the directors in the exercise of more power, we must also fulfill more obligations, as the abuse of its powers to restrict and prevent acts of an improper exercise of its powers. Directors and the company's relationship is built on the basis of mutual trust, so the directors in the management of company's affairs due process obligation of good managers, diligence, the company's interests, This is to safeguard the legitimate rights and interests of the shareholders is extremely important to .Based on the above considerations, the paper company directors duty of loyalty theory, company directors duty of loyalty of the body, our duty of loyalty on company directors carried out the legislative practice of a more comprehensive exposition, with a view to grasp the directors duty of loyalty system to provide a clearer picture of ideas and.In this paper, the theory of company directors duty of loyalty in this part of the exposition, the main analysis of three aspects: the meaning of company directors duty of loyalty and value analysis, the directors duty of loyalty to the horizontal and vertical contrast. Mainly the directors duty of loyalty to the company's comparative law study and analysis of the directors duty of loyalty obligations in the system, the status of the directors. In analyzing the body of company directors duty of loyalty issues, mainly started around four aspects: company directors duty of loyalty to define the specific content of the directors duty of loyalty, the directors duty of loyalty of the judiciary to determine, the directors breach of duty of loyalty of the civil liability. In our country about the company directors duty of loyalty practical issues addressed by the legislation, this article mainly analyzes the status of legislation to improve the views of two aspects discussed. China's legislation on the status of the directors duty of loyalty has the following shortcomings: the absence of rules of the allocation of the burden of proof, duty of loyalty was too narrow, inadequate relief channels. In this paper, complete the following observations: learning a foreign judicial practices, improve corporate directors duty of loyalty and breach of duty of loyalty of the civil liability mechanism for the content of specific provisions of the perfect, perfect way to breach of duty of loyalty of the relief.