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The Research Of Directors' Duty Of Care

Posted on:2017-04-28Degree:MasterType:Thesis
Country:ChinaCandidate:Y X LiuFull Text:PDF
GTID:2336330488485086Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Under the background of global economic integration, the company itself always makes unceasing efforts in order to deal with pressure from investors and competition, the control of the company under the board of directors has been strengthened to a large degree. The director plays an important role in the company, they need to constantly adjust enables the company to adapt to the competition in the global market. To reduce operating costs, the shareholder elect directors to make up board of directors to oversee the company's managers; To prevent the risk of moral hazard, the legal for director's duty has been formulated basically in most countries.The research of obligation is an important problem in corporate governance, because director of the duty of the care is an important part of this system, its content is very rich and extensive. With the continuous development of economic globalization, market economy is also very competitive, the company directors face bigger risks, there are more attentions from all sectors of society in China to how to improve the legal system of company directors, and improve the corporate governance. Director's duty of care is the heated topic in company law theory, this paper intends to explore in this respect.This paper consists of five parts, the director of the duty of care theory, the. basis of directors duty of care, business judgment rule and the relationship between directors duty of care and business judgment rule, through the comparative study with tort, defines the quality of the violation directors duty of care, determine its constitutive requirements and principle of culpability. Through a series of elaboration and analysis, we can study intensively of concrete theory system of our county's directors duty of care.The first part presents the research background and problem in this paper, shows some research status at home and abroad, and points out the significance and value of this research, this passage foreshadows the reasoning and the analysis in this paper.The second part introduces the basis theory of director's duty of care, the domestic and foreign scholars about intension and extension of concept for director's duty of care. Elaborates own understanding:Analyses the origin and development of duty of care and introduces several theories on the directors'duty of notice.The third part shows the director of the limitation of duty of care, called the business judgment rule which is from the United States. The value and function of the business judgment rule is to restrict the judge to examine director of business decisions.The fourth part mainly starts from the nature of breaching duty of care as the theme, analyses on its concept, and makes necessary comparative study on tort:whether breach of a duty of care belongs to tort? What are the constitutive requirements of it? The subjective factor is intent, negligence or gross negligence? And then analyze its constitutive requirements and imputation principles application.The fifth part introduces some related cases, leads to show the practical operation in our country at present, investigate whether need to bring in the business judgment rule; and investigate from the perspective of exclusion of liability, director liability insurance, gives own related view of the problem.
Keywords/Search Tags:Duty of care, The Business Judgment Rule, Company director, Legal liability
PDF Full Text Request
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