Study Of The Obligations And Responsibilities Of The Directors Of The Company

Currently the corporation structure is widely dicussed, the issue of the obligation and duty of the director is being paid more attention. While China has entered into WTO, the corporation body has shifted from the sharehold-centerliazed to the director-body centerliazed, the research of the obligation and duty of the corporation directors has more characteristics.The legislation on the directors of the company varies in different nations (regions) and legal chains. The director is regarded as the member of the company organ in the civil law system, based on the theory of the legal man entity. While in the Anglo-American law system, the director is regarded as the fiduicary and the trustee, based on the theory of artificial entity. And the establishment of the right, obligation and duty of the director is also based on these two theories.The dissertation consists of five chapters, except for preface. The preface mainly dissertates the statue quo of the research of the obligation and duty of the directors. Chapter 1, The summery of the director of the company, initially defines the director, mostly through comparision of the legislation in various nations(regions) and different legal chains, then defines the status of the director in the company; Chapter 2 discusses the duty of loyalty, based on the definition abovementioned. The duty of loyalty of the directors includes duty of loyalty, restriction of the self-dealing, restriction of usurpation of the corporate opportunity; Chapter 3 disseartates the duty of care. This chapter also studies the business judgement rule and dicusses the balance of interest between the duty of care and business judgement rule; Chapter 4 articulates on the director liablity insurance by anlaysis of the liability insurance, discussion of the liability insurance contract, and pondering the director liability insurance of the public company; Chapter 5 discusses the legislation of the duty of director and stretches prospective views on the obligation and duty of director of the company in China.The above is the main ideas of this dissertation. The author tries to make a detailed discussion on the issue of the obligation and duty of the directors, through portrait analysis and transverse comparison in different legal chain, nation and regions.Cailei (law Department) Directed by Professor Shen qiuming...