Directors Duty Of Care

Strengthening the duties and responsibility of director is an important part of perfecting corporate government. There is some imperfection in Chinese corporate law at present. This thesis aims at 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 thesis consists of five chapters, besides preface and conclusion.Chapter one focuses on the basement and basic classification of director's duties. Its analysis covers jurisprudence, civil law, corporate law and other legal fields, and its conclusion is that the difference of the director's royalty duties between the care duties is necessary in theory, as a basic classification.Chapter two makes research on the content of duty of care. After comparing the two different legislations between civil law and common law about duty of care, it insists on duty of care including duty of diligence, monitor, and skill.Chapter three mainly focuses on the responsibility of director when infringing duty of care, including the responsibility for the third party. It evaluates the different judge standards, concluding the remedy and exemption of responsibility.Chapter four analyses the duty of care in Chinese corporate legislation, commenting on the articles at present. It insists on duty of care has been prescribed in Chinese corporate law actually, in spite that it is not so concrete: there is no general principle and specific standard in Chinese corporate law. It is very necessary to perfect duty of care to satisfy the demand from both theory and reality. Specifically speaking, it consists of the trust relationship between coiporate and directors, general principle about duty of care, the combined standard and the duty to the third paity.Chapter five pays attention corresponded mechanism of duty of care, including incentive and litigation mechanism. Incentive mechanism is necessary part to duty of care, because the former is propellant of the latter, while the litigation serves as theenforcement of duty of care. "Three combine" is an important principle to incentive mechanism, and perfecting litigation is not neglected at the same time.