Research On The Applicable Standards Of Directors' Duty Of Care

The applicable standards of directors' duty of care are important issues for corporate governance.China introduced the duty of care when revising the company law in 2005,which made up for the blankness of the system of duty of care.However,this introduction was just a concept introduction and there was no regulations about how to improve the scope and applicable standards of director's duty of care.In legislation,there are problems in the application of standards of duty of care that are not operational,too strict without taking account subjective fault,and excessive emphasis on decision-making results.Even though the "Governance Guidelines for Listed Companies" and the ";Guidelines for the Operation of Board of Directors of Insurance Companies" have made detailed provisions on the applicable standards for directors'duty of care,they are also only due to the department's normative legal documents,and their effectiveness is low and they are not operational and universality.In the judicial practice,because the company law does not specifically define the scope of the duty of care and the applicable standards,it is derived from the judge's difficulty in determining whether the directors have violated the duty of care.Different judges adopt different applicable standards,and it lack operability in case trials.In view of this,on the basis of analyzing the legislation and judicial status of the applicable standards of duty of care in our country,the author draws lessons from the provisions of the applicable standards of American directors' duty of care,and put forward constructive opinions on the applicable standards of China's duty of care.This article is divided into four parts:The first part elaborates the theoretical basis of directors' duty of care.In this part,it explores the basis for the establishment and conservation of the director's duty of care.The specific interpretation of the existence value and function of the director's duty of care and the analysis of the doctrine of the application of the duty of care provide a theoretical basis for the following analysis.The second part analyzes the relevant legislation and practice of the standards applicable to the duty of care of directors in our country.This section mainly analyzes the legislative and judicial status quo of the standards applicable to the duty of care of directors in China.Based on this,it analyzes the problems and the reasons for the application of the standards of duty of care.The third part introduces the applicable standards of the directors' duty of care abroad for reference,it mainly analyzes the applicable standards of the duty of care in the continental law system and Anglo-American law system,and selects the United States,which has a more comprehensive duty-of-obligation system,to conduct a detailed analysis.In the fourth part,on the basis of the foregoing analysis,according to the current situation of the company's development in China,constructive opinions are proposed on the applicable standards for the duty of care.