On The Duty Of Directors Of The Lutheran Church

In this paper, the director's fiduciary duties and the business judgment rule are the main objects of study. The paper starts from the basic theory of director's fiduciary duties. Then, this paper introduces and studies the concept, content and character of duty of care and duty of loyalty. The paper introduces the business judgment rule which has great connection with director's fiduciary duties. Then, the paper takes merger and acquisition cases in the United States as examples and studies the director's fiduciary duties during business practice. The paper analyzes the application, development and latest new fruits of business judgment rule. Finally, this paper analyzes the current legislation situation in the related field in China, points out the deficiencies and shortcomings of existing legislation, and then puts forward ideas on improving the fiduciary duties of directors and the Business Judgment Rule system in China.Chapter One of this essay gives a general analysis of director's fiduciary duties and the business judgment rule. First, this Chapter introduces the basic theory of director's fiduciary duties, analyzes the theory of trust, proxy and the mix of trust and proxy. The relationship between board of directors and corporation is a kind of new legal relationship featuring some characters of trust and proxy. Director's fiduciary duties are the core of such relationship and duty of care and duty of loyalty are two important contents. This Chapter analyzes duty of care of directors from the aspects of diligence, skills and care and analyzes duty of loyalty of directors from the aspects of self-transaction, related-transaction, executive compensation and corporate opportunities. Then this Chapter gives a summary of duty of care and duty of loyalty of directors from the aspect of subject, content and responsibility. Finally, this Chapter introduces the business judgment rule and studies its meaning and conditions of application. Business judgment rule is not only the principle to judgment the fiduciary duties of directors but also plays an important role in protecting the independent status of directors.Chapter Two discusses the fiduciary duty of directors under the M&A rules in the United States from the federal rules and state rules. In the federal level, the chapter introduces some federal laws involving directors' fiduciary duty such as Clayton Act, Securities Act, Williams Act. The chapter introduces the latest Sarbanes-Oxley Act from the internal control, financial report, internal loans and corporate governance. In the state level, by analyzing Eagar case, CTS case and Pennsylvania Act, discusses the change of M&A review process in the United States from the shareholders' meeting orientation to the board of directors orientation. The chapter discusses the fiduciary duties that directors shall take in M&A deal.Chapter Three takes the merger and acquisition cases in the United States as examples and discusses the business judgment rule under American M&A laws from the judicial aspect. The chapter analyses the establishment, new standard and breakthrough of business judgment rule in U.S. M&A cases by discussing the Cheff Case, Unocal Case, Revlon Case, Paramount Case and Aronson Case. Finally, this Chapter concludes the director's fiduciary duties and the business judgment rule under American M&A laws so as to learn the essence of some foreign law in order for our use.Chapter Four of this paper is on improving the fiduciary duties of directors and the business judgment rule in China. This Chapter discusses the current situation of the relevant legislation in China and points out the deficiencies and shortcomings of existing legislation. Finally this Chapter gives ideas on improving the fiduciary duties of directors and the Business Judgment Rule system in China.