Research On The Legal Standards Of Director's Duty Of Diligence

The legal standards is the core issue of director's diligent obligations. Although our company law aclear the director's diligent obligations, the lack of corresponding provisions legal standard, obligations may be falsified. Therefore, to make obligations rcan constraint director behavior, we must formulate concrete legal standards."The rational person standard" is the root of director's diligent obligations. This paper starts from the problem from the Angle of its methodology, discuss "rational person standard" correct determination method compared various diligent, the advantages and disadvantages of the standard model, obligations legal standard summary director diligent the specific content of duty, duty for directors in the performance of the diligent provide the reasonable behavior model, also worked for the judges are obtained in such cases of judicial review standards, making possible the operation and management of directors bring maximum benefit for the company.Follow these writing ideas, full text is divided into four parts altogether.The first part is mainly to study the essence and determination method of diligent obligations legal standards. Insist on diligence obligation comes from the "rational person"hypothesis,summarizes the premise of legal standard duty diligently three characteristics:ordinary standards, specific standard and the anticipation standards. And these features brings a industrious obligation of logistic problems:the contradiction betweencommercial norms and commercial practice operation of abstraction. In the director diligent, this obligation system of contradiction mainly for behavior standard and judicial examination standard of separation. Therefore, only combine the norms of behavior and judicial examination standard can define the specific content of industrious obligations.The second part discuss the legal standard of diligent obligations in three models:the advantages and disadvantages of the standard model, the objective after detailed analysis, proposed in modern company management, industry obligations shall adhere to the legal standard of the model. This paper argues that the legal standard of diligence obligations shall be objective standard as a general standard will, subjective criteria standard, and supplemented by other legal documents on its adjustment. The third part is defining the legal standard of diligence obligationsfrom behavioral standard and judicial review standard two aspects of directors. Specifically, diligent compulsory standards of behavior can from subjective attitude and external behaviors two aspects defined; While judicial review standard boils down to time and attention standards, caution standards and rely on standards. Norms of behavior is director perform diligent obligation mode, and the judicial review standard is a judge judge diligent obligations. The basic standards caseThe fourth part is mainly to perfect the legal standard of diligence obligations. Aiming at the fault of behavior standard and the lack of standards of justice, put forward two main questions to perfect our diligent obligations legal standards Suggestions. Perfect diligent behavior standard main duty measures include:add to the provisions of the directors subjective mentality, the basic skills requirements prescribed director, improve our directors attending the board meetings of company directors system, emphasized information, clear the supervision duty director. For introducing diligent obligation for judicial review standard in China, the author holds that corporate governance and shall take into consideration the actual situation of legal process through case and judicial interpretation, the combination of introducing judicial review standard.