| Corporate Management refers to those persons who individually or collectively are responsible for the operation of enterprises or commercial organizations. With the emergence of stock holding companies, expansion of corporate scales and increase of the number of shareholders, corporate management have become more and more powerful in the operation of corporations. It could be asserted that corporate management has a decisive role in the existence and development of corporations. In recently years corporate scandals broke out in several countries in which the management sought to maximize their own interests at the expense of the interests of the corporations, the shareholders and the society. Therefore, to find equilibrium in the game of incentives and constraints of corporate management has not only attracted wide attention from the legal circle, the economic circle and the management circle, but also become a focus for legislation worldwide.As one of the constraint mechanisms, legal duties and liabilities are by far the sternest as they can be implemented by the power of the nation. In a post-Enron world, the US and Japan have both released new legislation and the UK has released a draft bill. However, regulations concerning the duties and liabilities of corporate management in the Sarbanes-Oxley Act promulgated by the US and the Modernizing Company Law White Paper publicized by the UK are quite different from those in the commercial law amendment of Japan. Namely, the Sarbanes-Oxley Act as well as the Modernizing Company Law White Paper have both strengthened the duties and liabilities of the corporate management while the Japanese legislation provides conditions for mitigating the liabilities of corporate directors.Hence, the paper explores the new legislation in the US, Japan,etc regarding the institutional change of legal liabilities of corporate management and the background thereof and puts forward advice for improvement of the company legislation in our country in the stage of transitional economy.This paper is comprised of 8 parts.Introduction: This part brief introduces the intention for writing this paper.Part I: Delineation of two Phrasings: the Corporate Management and Legal Duties and LiabilitiesThis part firstly delineates the scope of the corporate management, considering the corporate management are composed of a part of directors and corporate officers. Comparison between legal duties and liabilities and between legal duties/liabilities and moral duties/liabilities is also made in this part.Part II: Legislative Intention and Objectives for Legal Duties and Liabilities of the Corporate Management.This part explores the legislative intention of legal duties and liabilities of corporate management and gives out four major objectives for such legislation, namely deterrence, compensation, realization of the dual demand for security and efficiency in economic life and the equilibrium between government control and self-regulation by the companies.Part III: Legal Duties and Liabilities of the Management of Stock Holding CompaniesThis part is mainly focused on the duty of loyalty and the duty of care and the liabilities for breach of each duty.Part IV: New Legislation in Several Countries and the Background thereofThis part introduces the legislation in the US and Japan regarding the legal duties and liabilities of the management and brief introduces the recommended draft bill in the UK and analyzes the background for the converse trend of legislation in the US andJapan from the perspective of economy, culture, etc.Part V Principles for Improving the Current Legal Framework of ChinaThis part puts forward several principles for improvement of the current system of China, including but not limited to empirical studies about the situation and degree of abuses of management powers in China, orientation for Chinese economy, operation of other constraint mechanism, etc.Part VI Improving the Current Framework of Legal Duties and Liabilities for the Management of Stock Holding C... |
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