Research On Company Directors’ Duty Of Care

Directors of the Company is the duty of the directors in the exercise of its powersshould reach a certain standard obligations. With the rapid development of moderncompanies， separation， and development of the company’s fate depends on ownership andmanagement of its directors are responsible， that the best interests of the company to winthe mission， in order to give full play to the directors in good faith for the benefit of theCompany and its play generally prudent person ’s attention the same location. In order toprotect shareholders’ ownership interests that prevent abuse damages the interests of thedirectors for their own rights and interests of others， attention and gradually improve therelevant legal issues， a clear duty of care to limit directors directors act requiring itsresponsibility to effectively control the terms of abuse. Hyundai separation of ownership andmanagement makes the interests of shareholders depends on the loyalty of directorsresponsible， has management rights， decision-making power in the directors， withrepresentatives of outside directors on the company’s terms of reference， so theestablishment of modern corporate laws and improvement has important theoretical andpractical significance. China’s relevant laws and regulations of the director of the duty of careduty of loyalty not only the duty of care provisions， the legislation of a single mode dualstructure relative to other national legislative model， there are some flaws in it， that theprovisions of the duty of loyalty and that also requires attention compared to national dutyliability obligations exist missing content， scope limitations， there are loopholes judicialreview mechanisms. In situations of rapid development of a Company Director， China’s "Company Law" to make further adjustments resulting improvement is imperative. Built onthe authority granted to directors of the company operating while limiting its abuse balancingmechanism in order to protect the interests of shareholders that investors， By studyingcomparative United States， Britain， Japan and three relatively mature state legislation，standards of judgment， judicial review mechanisms and limitations of liability soundresearch， reflection legislation related to our current situation.