Corporation Directors Duties And Responsibilities Of A Comparative Study

In order to protect shareholders' interests and accelerate their zeal to invest, it's a critical aspect to intensify duty and liability of directors of joint-stock limited companies. This thesis, mainly by introducing and analyzing the related theories and systems in Anglo-American legal system, probes into this issue in detail by dividing itself into a few parts as follows: 1. Directors' duty and shareholders' right and interest; 2. Directors' duty of loyalty; 3. Directors' duty of care; 4. Off-post directors' duty; 5. Investigating and fixing liability of directors and remedies to shareholders' right and interest. Accordingly, this thesis involves five chapters.The first includes two sections. The one simplifies power and duty of directors and the other analyzes some basic issues relating to share-holders' right and interest, such as the concept, origin, classification, of share-holders' right and interest, the principles and meaningfulness of protecting share-holders' right and interest, and conflicts between shareholders' right and interest. The second emphasizes three kinds of duties of directors named the duty to avoid conflicting benefit transactions, the duty to snatch none business opportunities from their companies and the duty to keep away from business strife. As the duty to avoid conflicting benefit transactions is concerned, this thesis concentrates on the issues such as the scope and the entry-into-force requisition of this kind of transactions. As the duty to snatch none of corporate business opportunities is concerned, this thesis takes the identification and the exception of corporate business opportunities as the key issues. As the duty to keep away from business strife is concerned, this thesis dwells upon the identification of business strife, the consequence of breach and the relativity of this duty. The third, after mainly introducing the related theories in Anglo-American legal system, dwells on how to establish a yardstick to measure directors' fulfillment of duty of care. The fourth develops the research work on a director's off-post duty. Accordingly, it expounds the defects and re-establishment of the traditional theories so as to base the mentioned duty upon, the setting-up of the exact rules to this duty and the lack andthe perfection of China's related legislation. The fifth probes into the issues of investigating and fixing liability of directors and the remedies to shareholders' right and interest and stresses such issues as starting a derivation action, reforming the board of supervisors, the betterment of criminal remedies and strengthening the measures of civil remedies.