Study On Fiduciary Duties Of Directors To Corporate Creditors

Under the modern social and economic conditions,due to the changes in corporate governance and the structure of the company and the increasing strength of the company's external forces,the issue of corporate stakeholders has become more and more important.Among them,as an important stakeholder of the company,the protection of their interests becomes more and more important.However,for the content of the fiduciary duty of directors to creditors,there are no definite provisions in our existing laws and regulations,which will affect the development of the company and even the society and economy.I begin with the theory of the director's obligation to creditors,and then analyze the composition and nature of the obligation.Then,combined with the classical legislation and judicial practice of the common law countries,the author puts forward some suggestions on the establishment of the legal system of the fiduciary obligation to creditors..The In addition to the first chapter of the introduction and the conclusion of Chapter VI,the main body of this article mainly includes the following four chapters:The chapter 2.The historical evolution of the fiduciary duty of directors and the current situation and defects of our legislation.Beginning with the concept and classification of directors,the author introduces the traditional fiduciary duty of directors and their contents.Then,respectively,the theory of corporate social responsibility and other six theories are also discussed where the directors' obligations to the company's creditors are generated.It is necessary to show that this obligation exists.Finally,it analyzes the current situation and defects of our country's related legislation,and expounds the necessity and urgency of setting up the system in our country.The chapter 3.The directors bear the nature,composition and content of the creditor's rights obligations to the corporate creditors.First of all,the author analyzes the three relations between the director and the company,that is,the theory of trust relationship,the theory of entrustment and the theory of agency.Secondly,it introduces the nature of the fiduciary duty of directors to creditors: the two theories of the direct obligation and the indirect obligation theory,and then analyzes the elements of the directors' fiduciary duty to the creditors of the company.Finally,the author expounds the specific contents of the fiduciary duty of the directors to creditors.The chapter 4.By comparing and analyzing the legislative and judicial cases of directors of common law system,it can be concluded that the system of directors' obligations to creditors has been greatly improved.The civil law system mainly consists of Germany,France,Japan and Taiwan.Anglo American law system is mainly Britain and the United states.The intention is helpful to our legislation.The chapter 5.It mainly states the directors' fiduciary duty to the creditors of the company.The first step is to introduce the restriction and protection of the director's fiduciary duty to creditors,and then introduce the liability insurance system and the rules of commercial judgment.Finally,the author puts forward some suggestions on what kind of directors should be established to the creditor's fiduciary duty system.