| The fiduciary duty is raised from common law, In common law,fiduciary duty is grow out of fiduciary relationships, and fiduciary duty isapplied by judges on those relationships which are similar with the trustlegal relationships, including the relationship between directors andcorporate, officers and corporate. The fiduciary duties of directors andofficers are produced from these relationships. In the traditional legislativeframework, the status and functions of directors and officers in thecorporate are different, so the differentiate between directors’ and officers’fiduciary duties is the result of the logical reduction. However, officers arethe agent of the directors and the corporate, the board of directors is thepowerhouse of the corporate, so fiduciary duties of officers are alwayssubject to the directors’ in the common law, fiduciary duties of officers areneglected.As the development of the corporate governance structure, officershave separated from the legal status. In the early21st century, Aron cameto bankruptcy, let people shock at the destructive and controlling of CEO,the officers even hold a position of power and control over a corporate.How to restrict the CEO’s expansion power and how to achieve the perfectof corporate governance structure has become the most important theme incountries’ corporate legislation and research. In the manager revolutionera, people pay more attention to the fiduciary duty of officers, in order tostrengthen the supervision of officers, it’s necessary to distinguish thefiduciary duties of officers from the directors’. Directors’ and officers’legal status, factual status and functions are totally discriminative, theseare the fundament of differentiate between directors’ and officers’fiduciary duties. Distinguishing directors’ fiduciary duties from officers’ is suit for the development of the new situation, it’ll boost the corporategovernance effective and enhance the supervision mechanism of officers.This differentiate has a positive and profound influence on the corporatelaw reform in the world.Although the fiduciary duty is the common law conception, the civillaw countries has gradually transplanted this concept of fiduciary dutyfrom common law, so that the civil law should also consider thedifferentiate between the directors’ and officers’ fiduciary duties. Becauseof the various type of corporates, the differentiate mode should considerthe specific corporate and environment.China has revised the corporate law in2005,our country has regulatethe fiduciary duties of directors and officers, however, our country stillneglect the fiduciary duties of officers, in the future, in the corporate lawrevision, we should consider the differentiate between directors’ andofficers’ fiduciary duties. |
