On Director Diligence Obligations

Our country is a bit late to study the company law, and we start to make research on the due diligence of director last twenty years. But along with the economic development, it is gradually clear that the commercial behavior is more complex and multiple, and the need for professional personnel involved in the company's daily operations is much more, so the board of directors and the director's right is expanding, and the operation mode of the company will transform constantly from"the shareholders' meeting centrism"to "the board of directors centrism. In order that the directors of the company fulfill their duties, without abusing the rights of laws, regulations and the articles of association of the company, the modern legislation in various countries strengthen the obligations and responsibilities of directors. Relatively speaking, the company law in our country is weaker in stipulating the due diligence of director, although which is mentioned in the company law, without explaining what it is and how to define if the director is reasonable and appropriate to perform the obligations, even how to bear corresponding responsibility for directors when breaking the obligation. Among these, the most important is lacking the judgment standard for the due diligence of director. Due to the lack of regulations on that in law, the related problems about the due diligence in practice also gradually emerge.Trough case analysis, this paper investigates the due diligence of directors, in order to make the judgment standard of the due diligence of director clear. Three sections are as below:The first part introduces the research and analysis on the lawsuit by Tianjin international art Co., LTD to Mr he who damages the interests of the company, and the judgment made by the court of first and second instance, which provide the basis for below analysis.The second part is divided into two small ones. The first one makes sure the focus of this case: 1. The particularity of the board of directors in a joint venture enterprise; 2. The judgment standard of the due diligence of director; 3. The responsibility of the obligations. The second one shows the reasons of the controversy and disputes in this case. This is the key for below analysis and discusses.The third part"research conclusion"is the key in this paper. Through discussion on relevant theory and analysis on cases, this paper focus on three points by discussing on related theory and analyzing on cases and sets forth the problems exist in this case and the relevant measures. Then through concluding this case, some problems are reflected accordingly. At last, this paper tables proposals to perfect the due diligence of director in our country.