Research On The Duty Of Care Of The Directors

The company,as one of the most common forms of enterprise organization in modern economic society,plays a great role in the economic life.As the main body of private law,the company needs to participate in the economic life through certain legal acts and realize its autonomy of private law.The board of directors,as the management organ of the modern company,controls the daily decision and operation of the company.The board of directors controls a considerable number of business activities of a company,and the development of a company is bound to be closely related to the behavior of the members of the board.The company law of China stipulates that directors have the duty of loyalty and diligence to the company.Compared with the detailed stipulates of the duty of loyalty,the supply of the specific standards of directors' diligence obligations is obviously insufficient.A series of prohibitions on directors and senior executives stipulated in the 148 th article of the company law,which involve related matters such as embezzlement of directors and executives,private savings of public funds,self trading and prohibition of business strife.This makes the board in the process of business operation,violate the duty of loyalty,the right to profit type.As for the director's duty of care,the content is too principled and lacks specific legal provisions.Neither in theoretical research nor in concrete practice,can the real value of directors' duty of care be brought into play.In summary,this paper will be divided into four parts on the duty of director of the first part of the director's duty of origin are described,then the contents of the system are explained,finally the directors duty of care and loyalty are distinguished.The second part analyzes the elements of the violation of the obligation of attention,and analyzes the subject,subjective and objective aspects of the duty of care.The third part studies the development of attention system,analyzes and summarizes the contents of attention obligation in British law,American law and Taiwan law,and analyzes the current situation of legislation in China.The fourth part pointed out theinadequacies of the duty system in the legal system of our country,put forward perfect our country for the directors' duty of care system views and suggestions are explicit and concrete content to achieve a duty of care on the construction standard of duty of pay attention to the objective evaluation of the reference so as to establish the mechanism of Duty Loss on the business judgment rule.