A Study On The Application Of Law In The Duty Of Care Of Directors

Duty of care of directors in China "Company Law" although expressed,it is only in the law by the area,without its independent status.China’s "Company Law" since the first time to establish duty of care of directors to re-revision since the interval of many years,but has not been any supplement and explanation,duty of care of directors regulations is very simple and broad,monotonous and lack of content,Resulting in the law of the provisions of the law can not be fully explored in the constraints of the behavior of directors,balance the relationship between the shares of the company to protect the interests of the company is eclipsed,it is difficult to glow heat.According to the statistics of the non-litigation case,there were 3459 civil disputes that had harmed the interests of the company during the period from 2008 to 2016,of which only 257 were sued for violating their loyalty obligations and only 31 were sued for breach of diligence.As the provisions of the law is too principle,the difficulties of judicial application has become an indisputable fact,behind the data reflects the lack of legislation.This article will be based on the directors’ decision-making diligence and supervision diligence two different levels,"Hubei Enshi Iron and Steel Materials Trade and Zhang Jie damage the interests of the company dispute the second instance case","Nanning,China Metallurgical Mineral Company and Yang Baojiang damage the company’s liability dispute review Case " two typical cases for the entry point.Through the legal analysis of the common controversy of the two cases,the author sums up the similarities and differences between the two cases in the course of the trial,and then discovers that the diligence obligation system of the directors of the Company Law exposes the boundary of the content in the process of legal application.The lack of legal basis for the standard,the lack of clear standards for the amount of compensation and the difficulty of qualifying the nature of the directors’ duty of breach of duty,and the question of whether the application of the law is uniform under different levels,and put forward the idea of perfecting the diligence system of the directors of the Company Law,It is proposed to clarify the contents of the diligence obligations of the directors,to increase the amount of directors’ dilution obligations,to clarify the amount of damages for the directors and to distinguish the different levels of directors from violating the dilution obligations.