Research On The Legal Application Of The Director's Diligence Rules

Under the modern company operation mechanism, the company director in the company management plays an important role in the process. Directors make the right decision and implement effective supervision and management directly affect the company's profit or loss. To supervise the directors due diligence, the company law establish the directors' duty of care in our country, the establishment of the rule has played a positive role in improving corporate governance of our country, However, the "Company Law" for duty of care under the non-specific effects of this system in practice maneuverability, some shortcomings have gradually emerged. Company law amendment took effect in March 1,2014 while a modified with 12 terms of 2006 years' company law, But the change is not involved in the directors' duty of care rule, the rule in practice, the problems revealed by still exists. For example, "Company Law" Section 147 provides for directors, supervisors and senior management personnel of the company's duty of care, however, the rules are lack of the standards of conduct and the specific requirements due duty of care, and the law does not make specific provisions on the burden of proving about duty of care, such as the subject, which affects the system in practice operability. Under this background, researching on the duty of care undoubtedly has its theoretical significance and value of practice. Firstly, the specific content from the theoretical depth analysis duty of care of Directors, followed by practical analysis and elaboration of the rules applicable in the deficit disorders and their causes, and finally, through empirical research and theoretical analyses, discussing the current directors' duty of care rules ideal design approach. In this paper, in addition to the introduction and conclusion, the main part as follows:The first part:the analysis of legal principle of the duty of care. The content includes the concept, connotation, scope, standards and other aspects, and makes comments on the duty of care rules. A comprehensive overview of through this part, combs out and sums up the relevant theoretical points.The second part:the practice of the duty of care rule. This section describes the specific measures combined with typical cases of a judgment in the courts deal with related issues, and the use of judicial practice director diligence rule for analysis.The third part:The directors'duty of diligence rule applicable deficit disorder. This section focuses on three aspects combed deficit disorder directors' duty of care rule. First of all, the lacking of standard for judging the duty of diligence rule; secondly, the rule principle directors violate duty of care is fuzzy; at last, directors violate duty of care liability limitation. It also relates to the cause of defect disorder analysis.The fourth part:building perfect rationality for the directors' duty of care rule. This part is to improve the directors'duty of care rule applicable in China, put forward the Suggestions include:first, make clear the standards for directors' duty of care; The second:make clear the directors'duty of care of imputation principle; Third:make clear the obligation of director violates diligent damage compensation liability; Fourth: perfecting the rules of the directors' duty of diligence duty relief way.