Research On The Judgment Standards Of Directors’ Obligations

The establishment of a modern corporate system centered on the board of directors enables the board of directors to have control of the company,while the board of directors controls the company through the directors,and the directors’ decision-making power is constantly expanding.Inevitably,opportunism and laissez-faire are positively related to the expansion of directors’ power,and they continue to expand with the expansion of directors’ power.It is self-evident that the interests of companies,shareholders and creditors are seriously damaged.In particular,the establishment of the capitalization system of the Company Law in 2013 made this problem even more serious.Therefore,in order to prevent the company directors from abusing control,the United States,the United States,Germany and Japan and other countries have a detailed regulation of the director’s loyalty obligations and diligence obligations,in order to effectively prevent directors from opportunism,do not think about aggressive behavior.Although China’s "Company Law" has clarified the director’s loyalty obligations and diligence obligations at the time of its revision in 2005,it is still not mature enough to be more mature than the British,American,German and Japanese foreign directors’ fiduciary duties and diligence obligations..In view of this,this paper studies the subject matter of the company’s directors with the director’s loyalty obligations and diligence obligations as the basic content,in order to make a great effort to study the judgment standards of directors’ obligations in China’s "Company Law".The specific content is divided into the following three chapters:The first chapter is the basic theoretical issue of introducing directors’ obligations.This part mainly involves the following issues: the legal status of directors,the connotation of directors’ loyalty obligations,the determination of the concept of directors’ diligence obligations,the characteristics and distinctions of the two and their theoretical support.Through the elaboration of the above basic theoretical issues,it is clear that the directors are faithful to the logical roots of the diligence and obligation system structure,and lay a theoretical foundation for the specific study of the directors’ judgment criteria.The second chapter analyzes the legislative status and practice of directors’ loyalty obligations,and explores the real dilemma of loyalty obligations,including the lack of loyalty obligations,including the imbalance of directors’ loyalty obligations and duty of care,the loyalty obligations and the duty of care.And the lack of its criteria.And through the analysis of the criteria for the judgment of foreign countries or regions,it can be used for reference in China’s feasible places,in order to reach the stone of other mountains,can play the role of jade.The third chapter analyzes the legal provisions and lack of directors’ diligence obligations.First of all,combined with China’s "Company Law","Guidelines for the Listing of Listed Companies" and "Administrative Measures for the Acquisition of Listed Companies",the specific legal provisions of the directors’ diligence and obligation system in China are analyzed.Secondly,the causes of the lack of diligence obligations of directors in China are analyzed.Outside the region,it is necessary to find out the references of the British,American,German and Japanese countries that are too much for our country’s experience,and to guide the direction of the directors’ diligence and judgment criteria.