Research On The Standards Of Judging The Diligence And Duties Of Directors

Due to the abstract criteria for judging directors’ duty of diligence,it is easy to have different judgments in the same case due to subjective differences.This paper aims to clarify the principle judgment standard of directors’ duty of diligence and the specific judgment standard of directors’ duty of diligence through typological analysis method,and analyze the problems from abstract to concrete,so as to make the directors’ duty of diligence more specific,systematic,typed and objective To change.Because the standard of judging directors’ duty of diligence is relatively abstract,and there are different considerations in specific circumstances,the author uses the method of type analysis to analyze problems from abstract to concrete,and analyzes the differences between different types in detail.There are not only abstract standards,but also specific standards,which make it more operable in practice.Therefore,the author adopts the research method of type,which not only conforms to the current situation of the judgment standard of the director’s diligence obligation,but also helps to solve the two "opposites" in the legislation of our country,so that the director’s diligence obligation is more specific,typed and objective,and improves the operability in practice.The main body of this paper consists of four chapters.The first chapter puts forward the core issues of the judgment standard of directors’ diligence obligation,which are lack of direction guidance of the principle judgment standard and too vague of the specific judgment standard.Specifically speaking,there are some problems in the principle judgment standard,such as low effectiveness and lack of operability,inconsistent application standards in judicial practice,and too strict judgment standards in law enforcement practice.Therefore,it is necessary to establish the model of the principle judgment standard.The specific judgment criteria are divided into subject judgment criteria and behavior judgment criteria.There are some disadvantages in the standard of subject judgment,such as neglecting the regulation on the directors of non listed companies and not making clear the duty of diligence ofdifferent types of directors.However,the standard of behavior judgment has the disadvantage of not distinguishing the specific behavior of diligence obligation,so it is necessary to distinguish various behavior types.The second chapter of this paper analyzes the core issue "whether the principle judgment standard should take subjective and objective factors into account".Because different countries have their own system characteristics,the author finds out the differences and identifies them by comparing the differences of the judgment standard modes of foreign directors’ diligence obligations,and finds out the way to judge directors’ diligence obligations in China,that is,the combination of subjective and objective directors’ diligence Judgment standard of obligation.The third chapter of this paper analyzes the core question "whether the concrete judgment standard should be typed".First of all,it points out that the necessity of typing lies in not only having important methodological significance,but also helping to solve the two "opposites" in legislation.Secondly,it makes an in-depth analysis from two aspects of behavior type and subject type.In terms of behavior type,based on the case law of the United States and the United States,the existing domestic norms and the theory of corporate governance,behavior is divided into four categories:having corresponding skills,attending board meetings,timely understanding of the company’s situation,supervision and information disclosure.This paper not only clarifies the internal logic among the four types,but also analyzes the current situation of the four types of judgment standards.In the aspect of subject type,different subjects pay attention to different contents when they exercise the same functions and powers,and the subject of directors is divided into external directors and internal directors.As the independent directors in the external directors not only play a special role in the corporate governance of listed companies,but also have the particularity of asymmetric information,low participation and great difference in professional knowledge,and the study of independent directors has important practical value,therefore,in the study of external directors,the independent directors should be focused on.The fourth chapter of this paper proposes solutions to improve the judgment standard of directors’ diligence obligation.As mentioned above,first,establish the judgment principle of diligence obligation of directors,i.e.the judgment principle of leniency,strictness,appropriateness and combination of subjective and objective;second,construct the specific judgment standard of different types of directors;third,construct the specific judgment standard of different directors’ behaviors,i.e.the judgment standard of having corresponding skills,attending board meetings,timely understanding of the company’s situation and supervision and information disclosure.