Research On The Relief Ways Of Director’s Violation Of Fidelity Duty

Under the modern corporate governance system,ownership and management are increasingly separated.Directors,as managers of companies,have greater rights.The duty of loyalty of directors stipulated in the company law requires them to work for the interests of the company.But sometimes directors will inevitably act to harm the interests of the company in order to seek private interests.It is an important issue in the theory and practice of corporate justice that directors violate the connotation,specific content,judgment criteria of loyalty and what remedies they should take after they violate the duty of loyalty.There are three kinds of remedies stipulated in the Company Law of China: exercising the right of attribution,claiming damages,and instituting shareholder representative litigation.However,the relevant legal provisions of these three remedies are relatively abstract and vague,which leads to some problems in judicial practice,such as unclear legal provisions and abuse of judges’ discretion.This paper is a case-based paper.The selected cases are heard by the People’s Court of Haidian District of Beijing and the First Intermediate People’s Court of Beijing.This paper focuses on the two aspects of directors’ breach of duty of loyalty and remedy,and puts forward relevant suggestions through theoretical analysis of the problems in practice.This paper will study and discuss from the following three aspects:Chapter Ⅰ:Brief introduction of Guo ’s breach of duty of loyalty.Starting from the case of Guo’s breach of the duty of loyalty,this chapter discusses the controversial focus of the case of Guo’s breach of the duty of loyalty,and further clarifies the relevant legal issues of Guo’s breach of the duty of loyalty by sorting out the parties’ opinions and the results and reasons of court judgments.Chapter Ⅱ:The duty of loyalty of directors and the remedies for directors’ breach of the duty of loyalty.This chapter is the basis of the paper.Starting from the connotation,concrete content and judgment criteria of directors’ duty of loyalty,this chapter makes a concrete analysis of whether the defendant director Guo violated directors’ duty of loyalty through the implementation of competition in the same profession and the seizure of company opportunities,whether the court’s judgment has effectively relieved the plaintiff Lianda Company,and further explores the directors’ breach of the duty of loyalty.The legal liability,as well as the remedies for directors’ breach of duty of loyalty in Anglo-American law system,continental law system and China.Chapter Ⅲ:The improvement of remedies for directors’ breach of duty of loyalty in China.This chapter is the focus of the full text.Starting from the reasonable establishment of the criteria for judging directors’ breach of fidelity obligation,and through perfecting the rule construction of remedies for directors’ breach of fidelity obligation,this chapter proposes to guide commercial activities with the principle of good faith,and then construct remedies for directors’ breach of fidelity obligation that can be compatible with the traditional civil law system.In order to promote the continuous improvement of corporate governance model,balance the interests of companies and directors,and better promote the healthy and orderly development of commercial transactions.