On The Design Flaws And Improve About Company Law Fiduciary Duties Of Directors

Directors’ fiduciary obligations from the trust system in the United Kingdom, andby the jurisprudence of the United States-Smith v. the case of the Van Gorkom488A.2d858(Del.1985) officially able to confirm. As the main body of the directors’fiduciary duties, the directors by the shareholders’ meeting on the implementation ofthe company’s business and participate in the company. Directors’ fiduciary dutiesinclude the obligation of diligence and duty of loyalty. It refers to the directors in themanagement of the affairs of a company, an obligation to use their skills to makereasonable and fair to the diligence responsibilities. Directors loyal to the companychose a certain act or omission. Director’s duty of loyalty is a standard center ofgravity of the directors’ fiduciary duties. The duty of loyalty to the directors, includingself-dealing against the obligations, non-competition obligations as well as directorsimproperly seize the company the opportunity to prohibit obligation. Fiduciary dutiesof directors and supervisors, senior management of fiduciary duty is the same as thesource of obligations, but the content of the specific obligations, there is a certaindifference.The legal basis of the obligations of the directors of the Company is the agencyrelationship that the trust relationship that the special relationship as well as theappointment of the relationship between the fiduciary relationship between thedirector and the company became the basis of the directors’ fiduciary duties. Thecriterion of the directors’ fiduciary duties has experienced the evolution from strict tolenient. England qualified for different industries directors in the directors’ fiduciaryduties criteria objective aspects. Germany and France in the directors’ fiduciary dutieson the criteria used strict criteria. Japan’s laws and regulations, and only when thedirectors of gross negligence, it may assume the responsibility of breach of directors’fiduciary duties. In order to better achieve the specification of the directors ’fiduciaryduties; we need criteria for determining directors’ fiduciary duties in the Companies Act explicitly pay attention to the "Company Law" legislation reference value of thebusiness judgment rule. In addition, we also need to sound corporate directoraccountability system and bear responsibility for exemption system.