Theoretical Basis And Boundary Of The Expansion Of Directors’ Duty Of Loyalty

The ideological trends of the legalization of corporate social responsibility since 1990 s was inextricably linked with the expansion of directors’ duty of loyalty at the same period.The requirements of morality for directors has infiltrated into directors’ duty of loyalty through particular paths,and finally expanded the contents of traditional duty of loyalty by the explanation of duty of good faith.At the same time,after decades of judicial practice,the Delaware courts have determined a visible boundary of the new defined duty of loyalty.Nevertheless,as a representational rule of the legalization of moral rules,the principle and morality features of duty of good faith make its judicial application vulnerable to the interrogations of rigor.In fact,within the jurisprudence of statute law system,the judicial application of the principle of good faith has a series of rigorous preconditions;the comparative study of duty of good faith shall be based on the knowledge of dogmatics of law and in harmony with Chinese legal system,explain the statutory rules and provide suggestions within the existing legal framework.Within the regulatory field of duty of good faith,the contents of traditional duty of loyalty shall be expanded carefully;the principle of good faith stipulated in article 5 of Chinese Corporate Law could be used as an explanation instrument of the expansion of duty of loyalty.