Research On Fiduciary Duty Of Directors In China

With the reform of the corporate governance system, the separation of ownership and management rights of the modern corporation, the directors of the company,as the managers of the company’s management, play a decisive role in the company’s governance.Director as the agent of the company and shareholders, should be single-minded to the company and shareholders to maximize the benefits and services, but in practice,many directors harm the interests and rights of the company,shareholders and benefit related person for personal interests or performing his duties did not try to pay reasonable attention to it, this brings huge agency costs to the company. In order to solve the problem of the agency costs, fiduciary duty of director system has developed, to regulate and restrain the behaviors of the directors,making them actively perform their duties for the best interests of the company and shareholders.The fiduciary duties of directors system in Britain, the United States and other countries have been quite perfect, but throughout our country of this system, there are still many defects. In our "company law" before 2005, the relevant provisions of the fiduciary duty of director system was very small. Until 2005, the revised "company law" added the fiduciary duties of directors into the legal category, making the blank period of directors obligations become history. The revised Company Law in 2005 has improved the director’s duty of loyalty, and increase the directors’ duty of care, which has certain progressive significance. But we cannot deny that there are still many problems, such as the compulsory stipulation too principle for the duty of care, without the introduction of commercial judgment rule, lack of standards for judicial review, narrow the scope of beneficiaries, without introducing the obligation of good faith,and these problems enables the court encounter larger operational difficulties in the judicial practice. All these problems need to be solved through the improvement and construction of the legal system.In order to study these problems, this paper is divided into five chapters except the introduction and conclusion:The second chapter mainly combs the system of directors’ fiduciary duty. This part will make more comprehensive analysis and research on the director’s fiduciary duty system. When we discusses the origin, development and improvement of the fiduciary duty of director, we can point out the important value of the directors fiduciary duty under the modern corporate governance structure.The third chapter is mainly about the theory of business judgment rules. In this part,the business judgment rule have been sorted out,at the same time, we point out the relationship between directors fiduciary duties and the business judgment rule,and these provide a necessary foundation for our country to absorb and import the business judgment rule.The fourth chapter mainly study the important reform and practice of the Anglo American countries because of the development of practice about the content of fiduciary duty. I hope that these can provide useful experience for our country’s directors’ fiduciary duty system to solve new problems encountered in the process of development.The fifth chapter has analyzed the plight of our country’s directors’ fiduciary duty system in the reality. This part will make specific research on the legislation of directors’ fiduciary duty in our country’s "company law",and find out the problems existed in our country about directors’ fiduciary duty system from it,so that we can provide a basis for the following reasonable suggestions for improvement.The sixth chapter puts forward some legal suggestions to perfect our country’s directors’ fiduciary duty system. This part will put forward some legal advice to our directors’ fiduciary duty system’s realistic dilemma through a detailed study of the above chapters.