Directors Outgoing Obligations

At present, under the system of separation of the ownership and management of acorporate, the director's power is on the way of expansion. Thus, some scholarsappealed that corporate law "should first put emphasis on the director's duty, insteadof his power."The director's duties can be divided into two types as to the time of shouldering theduties, which are "director's duties on the post" and "director's duties after leavingthe post";director's duties on the post has been concerned a lot while research ondirector's duties after leaving the post is still limited, however, the western countrieshave regulated director's duties after leaving the post both in laws and cases' rules.The theoretical foundations for director's duties after leaving the post include "goodfaith", "post-contract obligation" and "employee's duty". Director's duties afterleaving the post are based on the duties on the post, which mainly refer to "loyaltyduty". Director's duties after leaving the post can be classified as "not to disclose thecorporate trade secret", "not to compete", "not to self-deal", "and not to persuadeothers to betray the former corporation "and" not to utilize the latent corporateopportunity".However, China's present laws mainly pay attention to director's duties on the post,while research and regulation on the duties after leaving the post is little andone-sided. The author analyzes China's present legislation and practice, and also thenecessity and feasibility of regulating director's duties after leaving the post, and thenput forward some recommendations to modify the related regulations, to better binddirector's acts after leaving the post and also better protect corporate and interestedpersons' interests.