Directors Of The Company Credit Legal System

The behaviors of director credit is one of the topics on corporate governance. As the governor of the company property , the director , on one hand ,owns important power . On the other hand ,they should take on the entrusting duty of loyalty and care , and should have good director credit .However, some directors' dishonesty took place frequently, Therefore , it is eager to regulate the behaviors of director credit.What is the director credit? The dissertation thinks it is an action that the director should or should not do on the base of the entrusting in the course of governance. This conception originates from the intuitionistic meaning of credit, namely , regarding credit as a process of "premise -action-result " , unlike the moral principle . the director credit can not separate from law as credit is closely related to law. This relationship embodies that a good director credit depends on the perfect law system to protect .The writer thinks the law status of director is the core question in the law system of director credit. The law status of director lies in the fact that how to definitude the relationship between the director and company or stockholder. The writer thinks the relationship between stockholder and company is fiduciary relationship;The relationship between company and director is surrogate relationship;The relationship between stockholder and director is fiduciary relationship too. Therefore, the jurisprudence base of director credit is entrustment and the law system of credit of director consists of the duty of care and the duty of loyalty.Some western developed countries have researched the system of the director credit early and set up perfect law system. The dissertation chooses England, USA, Germany and Japan as the representatives and introduces the subjective and objective standards of England, the business judgment rule of USA, the statute law of Germany and the trend that Japanese legislation melts the case law family, etc. Then,the dissertation contrastsand analyzes the differences between the civil family and the case law family on the conception , form, application of the director credit and hopes to have good effect on the legislation of our country .The theoretical research and legislation of the director credit in our country begins very late , but develops very rapidly. And it is from the lack of specific law regulation to systematization and in detail. Especially , after the third amendment of company law , the legislation of the director credit becomes better and the law system of director credit has come into being . Finally, according to the fact that some places should be perfected , the writer gives some advice for good legislation of the director credit such as definitude the law status of director, perfect legislation form, increase content in law, introduce judgment rule, etc.