Reasearch On The Fiduciary Duty Legal System Of Board Of Directors

The foundation of centrism for the board of directors enables the board to have the power to control the corporation. The board of directors controls the corporation through the members of the board. Therefore, the decision-making rights held by the members are expending constantly, which not only influences the internal decision-making affairs, but also plays a significant role in the operation of the corporation. Since the opportunistic behavior is expending with the expended rights, the corporation, the stake holders and the creditors’ interests are influenced severely. The Company Law issued in 2013 adopted capital subscribed system loosened the foundation of periodical capital system and forced the creditors to face more fierce challenges for their interests. As a result, America, Japan and other countries set up detailed systems for the fiduciary duty of the board to prevent the board members from abusing their power. Though duty of loyalty and duty of care have been defined in detail in Company Law, they are still immature compared with those in America and other countries. Therefore, the author studies with the topic of improving the fiduciary duty legal system of board of directors, hoping to make contribution to improving the Company Law. The thesis consists of the following six chapters:The first chapter mainly introduces the basic theories of the fiduciary duty legal system of board of directors. They are the legal status of the board, the function and connotation of fiduciary duties, its features and theoretical support. The author shows the logical root of the systemic structure for the board’s fiduciary duty legal system to set a foundation for the study its specific legal system.The second chapter mainly analyzes the types of the fiduciary duty legal system of board of directors, including the duty of loyalty and duty of care. The author also tells the connotation, the content construction and the judgement standards of the duty of loyalty and duty of care.The third chapter analyzes the legal provisions and the deficiencies of the board’s fiduciary duty legal system. First, the author explains the legal provisions of the board’s fiduciary duty legal system in accordance with the Company Law, the Guide for Listed Companies and Managing Methods for Listed Companies. Next, the author dissects the deficiencies of the board’s fiduciary duty legal system, including the unbalance of duty of loyalty and duty of care, the content structure of duty of loyalty and duty of care and the deficient judgement standards.In the fourth chapter, the author compares the board’s fiduciary duty legal system with that of the foreign countries. The author analyzes the legislation of the board’s fiduciary duty legal system in America and Japan in detail, hoping to set up the foundation for improving the legal system.In the fifth chapter, the author puts forward some reasonable suggestions to improve the board’s fiduciary duty legal system. The author holds the opinion that the board’s duty to the corporation, the stake holders and the creditors should be strengthened. The business judgment rule should be introduced to improve the judgement standards of the board’s fiduciary duty. Besides, the legal safeguard mechanism including the board’s civil responsibility should be improved.