The Theory Of Company Director's Duty Of Care

In company management, Management mode as the board of directors as the center can be focus all over the world. This not only improved director in the company effect, and the behavior of the various researches also arises. Shareholders in order to improve the company operation ability and hire professional business director to improve the company competitiveness, but also, in order to prevent moral hazard, and each country also stipulates obligation system as the director constraints of behavior. In theory, director duties are divided into note obligation and duty of loyalty. Note obligation is called the "soft obligations", and duty of loyalty is called "hard obligations". The purpose of the two kinds of obligation is let director to cautious for his actions.Throughout the countries all over the world, in the long-term of the system development and practice, western countries about director duties already has formed a comparatively perfect legal system. In the judicial practice also be operable. China’s current "company law" although worked in regulation from whole obligation of directors, But in about the director note the duties are too principle. In about the director note the standards also hesitating, and lack of maneuverability. On the whole, the current "company law" about the duties of note is not keep systematic as the duty of loyalty.Based on the analysis of the problems, this paper starting from the director of the basic theory of obligations, Combined with two different major countries about director note duties and experience, and analysis and research current situation of the company law, and then, some enlightenment be give, finally proposed the perfect suggestion about our country’s director of the obligations. So, this paper mainly as following:The first part introduces the directors of the duty of care basic theory, and put forward the perfect our company director note about the meaning of obligations.The second part is narrative the main countries about the directors duty of care between two major national legal system, and on this basis, drawn about our country director note obligations enlightenment. The third part analysis of the current legislation, not only includes the company law, and the relevant provisions of the law, and points out the existing problems in our company law.The fourth part is the key part of the article. This part put forward the director note of care about the legislative and judicial suggestions. In order to improve and development our company director notes obligation system.