Research On Director’s Duty Of Diligence

Corporation Law although regulates the director has the duty of diligence, the lack of corresponding specific provisions, resulting in directors diligent obligation may be false in practice. Only regulating the duty of diligence and making the law standard feasible can constraint director behavior. As the duty of diligence standards influence the operation of the company directly, we should make suitable legal standards, combining with the autonomous standards in the articles of company. So that the duty of diligence standards have been implemented in reality. In addition,the forming of combining behavior standard and judicial review standard is directors diligent obligation’s procedural guarantee in practice. Drawing on the experience of business judgment rule can consummate directors diligent obligation of China.There are many defects of the duty of diligence provisions.Firstly, provisions of the duty of diligence are confusion.Secondly, Corporation Law does not explicite directors diligent obligation standard mode. Thirdly, the lacking of judicial review of directors duty of diligence result in that the judge can not judge directors carefully implemented the duty of diligence or not. Fourthly, the Corporation Law directors diligent obligation result oriented liability rule is unreasonable.It has a direct impact on the company’s market competitiveness. Fifthly, the lack of institutional obligations associated with directors diligent.By learning from foreign experience, enrich the content of duty of diligence and improve supporting measures clause. Combining metabolic business judgment rule, judging standard and supporting measures to consummate the regulations of directors duty of diligence. Put forward the legislative suggestion based on the relationship of directors and company, reviewing the existing theory, considerating of the related factors,according to the needs of practice.