A Balance Of Interests: On The Protection Of Small Shareholders' Interests And To Prevent The Generalization Of Directors Fiduciary Duties,

From the angle of corporation management, this essay analyzes the conflict between middle and small shareholders and directors which exists all along the structure of corporation. Before the promulgation of new corporation law, how to protect the benefits of middle and small shareholders was the keystone to tackle the problem. However, after the new corporation law was enacted, the protection of middle and small shareholders' benefits and the liabilities of directors have been emphasized, the duty of loyalty and duty of care came into the new corporation law especially. Due to these two duties of directors comes from Common Law system in which there is another important principle-Business Judgment Rule- connected tightly to these two duties and not be brought into our legal system, the absence made a flawy legal system that may damage the interests of directors, blow the investment enthusiasm of directors, produce new unbalance of interests and do harm to the development of domestic corporations. The key points of essay are how to solve the problem between middle and small shareholders and directors properly, how to vindicate the benefits of directors on the base of protecting the interests of middle and small shareholders, and how to enhance directors' enthusiasm.