The Study On Directors Duty Of Loyalty

The traditional sense that the board of directors' duty of loyalty is to avoid the conflict between the personal interests and the interests of the company, that is to say the board cannot be made to damage the interests of the company for personal interests and behavior in practice at home and abroad of the company law, should re recognize for the duty of loyalty, is no longer the director absolutely can not get the personal interest, but the board of directors is to damage the interests of the company to determine whether the violation of the duty of loyalty. Now determine whether directors violate the duty of loyalty standard around the conflict of interests of directors from the self trading prohibition obligation, obligation of prohibiting usurpation of corporate opportunity and competition from three aspects of duty constraints.Study on the duty of loyalty is a new topic now under China's socialist market economic system appears, need continuous improvement and development, improve the modern enterprise system also needs to define and measure the duty of loyalty. Directors shall comply with the laws and regulations of the company and the company's rules and regulations when dealing with the company affairs. The company law in foreign countries will be the directors' duty of loyalty made clear, also has a relatively perfect supporting management system, from our current company law effect and perfect point of view there is a large space for development, in practice there are still some difficulties, so the research on the duty of loyalty is critical.From the foreign legislative practice in the company law can be seen, to the board of directors of private interests are completely banned from getting into the discussion, it is also in the experience of judicial order progress and improvement, the company law should fully respect the idea and spirit. The purpose of the company law is not to replace the company to make all the decisions, but in the presence of problems as a constraint, rather than deprive the company's autonomy. In principle, the company law prohibits the directors in violation of the duty of loyalty, and for the company to design a complete set of procedures for the disclosure, to ensure the fairness of the company's decision-making, will not harm the interests of the company. Analysis of the definition of director's duty of loyalty and the theoretical basis of this paper from the perspective of interest conflicts, and discusses the director self dealing prohibition obligation, obligation of prohibiting usurpation of corporate opportunity and competition prohibition obligations three duty of loyalty, finally put forward the mechanism to eliminate the duty of loyalty, duty of loyalty, hope this paper can fully explore the directors also, can improve the corporate governance of Chinese company law and company.