The Study On The Directors' Duty Of Loyalty

The evolution of modern corporate governance structure from shareholder centralism to board centralism leads to the increasing number of cases of directors violating their duty of loyalty.Because our country is relatively simple,with the obligation of fidelity to the director of the law obligations and violation of the obligation of the specific content of the relief procedures is there is a larger defects,for example,the standard of identifying a company the opportunity,in a period for exercising the right of not make specific provision,cause in the process of judicial practice in such cases,the judge has no specific standard can depend on,can only be based on personal subjective feeling to make a decision,it is easy to cause the case applicable standard.In order to solve this problem,this article through to the scope of the analysis of the content about the directors' duty of loyalty,combined with the current situation of legislation in our country,and adopt the method of the empirical research,summary screen case about the directors' duty of loyalty,a magic weapon of Peking University database to select samples to carry on the statistical analysis,summarizes the basic situation of judicial use the directors' duty of loyalty,as well as the problems existing in the judicial application,on the basis of the reasonable effective practice of other country,with the improvement of the directors' duty of loyalty and puts forward some corresponding legislative Suggestions.Apart from the foreword,this article consists of five parts:The first part is an overview of the duty of loyalty of directors.On the basis of defining the connotation of duty of loyalty,the legal basis of duty of loyalty and the process of its generation are analyzed,and the comparative analysis of duty of loyalty and duty of diligence makes the connotation of duty of loyalty clearer.The second part is a comparative study of the duty of loyalty of directors.This paper introduces the relevant legal contents of the duty of loyalty of directors in the Anglo-American law system and the continental law system respectively,and then makes a comparative analysis of the relevant legal contents of the two legal systems on the basis of this,so as to explore the legislative purposes behind the two legal systems.The third part is the investigation of the legislation of duty of loyalty of directors in China.This paper analyzes the current situation of legislation in China,and points out the existing problems in terms of the relevant standards for the definition of directors' duty of loyalty and the company's relief procedures when directors violatethe duty of loyalty.The fourth part is the empirical analysis of the duty of loyalty of directors in China.Adopts the research methods of empirical analysis,in the case of the overall ratio,time distribution,region distribution,company type,behavior types,quantities of cases on the basis of classification and summary,the non-compete obligation judgment standard,the standard of identifying a company opportunity,non-compete and protect competition processing method,the general terms and conditions of applicable rules,the calculation method of illegal income,the allocation of burden of proof rules,into power and damage compensation claims handling method of competition and shall bear the liability for compensation factor of this a few problems on the study of typing.The fifth part discusses the legislative Suggestions on the duty of loyalty of directors in China.In view of the problems raised in this paper,combined with the actual practices outside the region and the judicial experience in China,this paper puts forward relevant legislative Suggestions from the aspects of the relevant standards for the definition of the duty of loyalty of directors and the relief procedures for compensating the losses of companies.