On Legal Remedies Of Our Company’s Directors Violating The Duty Of Care

Duty of care is one of the most important obligations shouldered by the company’s directors,In the modern company,"shareholders centrism" is changing into "the center of board", so directors are to be at a very important role in the company. For a long time, because of the concerns of directors abusing.the power, our academics and practitioners on corporate governance issues in the study, generally tend to strengthen the director’s obligations. This paper argues that strengthening the director’s obligations and reducing the director’s risks are the two aspects of improving director’s accountability. However, the current trend pays attention to the responsibility system only, is not concerned about the legal remedies of our company’s directors violating the duty of care.This article focuses on safeguarding the company’s good development and reducing the director’s risks, studies the legal remedies of our company’s directors violating the duty of care.This article eliminates the introduction and the conclusion, altogether divides into three parts.Part Ⅰ:The basic issues of the legal remedies of directors violating the duty of care:theoretical study. Starting from the fair value of the law, the private nature of the company law and directors fiduciary agent status, elaborates the legal foundation. At the same time, this article elaborates the practical necessity of improving the legal remedies of our company’s directors violating the duty of care.Part Ⅱ:The ways of the legal remedies of directors violating the duty of care: extraterritorial comparison. Selecting two countries, the United States and Japan, studies the ways of legal remedies. Through researching, we understand that improving the legal remedies system must proceed from the actual situation of a country.Part Ⅲ:The legal remedies of our company’s directors violating the duty of care:ways selected. Starting from the actual conditions of our country, analyzes the legal remedies’way of the United States and Japan, recommends the legal remedies’way of we should take.①The Business Judgment Rule and directors’ indemnify are not immediate need for transplantation. This article also denied the board resolutions to remove directors’responsibilities in our country.②Our Company Law should propose the behavior elements of our directors’legal remedies.③Our law should improve liability exemption system of objection Directors, improve directors’liability insurance and pull in liability exemption system based on company’s autonomy.④Our law should refer to the Japanese practice, make special relief provisions for independent directors and employee directors.The main innovations of this article are:①This article breaks the current research system only describes a particular approach, clearly constructs the legal remedies’system of our company’s directors violating the duty of care.②This article breaks the current study of copying the practices of foreign countries in order to construction of China’s legal remedies of company’s directors violating the duty of care. According to the actual situation in our country, the author selects some mature system of foreign countries and puts forward specific improvement path.③This article introduces Japanese latest company legislation about the legal remedies of company’s directors violating the duty of care.The main deficiency of this article is:In the absence of our country’s actual cases collected, I first want to take an empirical approach to study the problem has not been translated into reality.