Research On Chinese Company Directors’ Fiduciary Duty

The fiduciary duty of directors of a company has the value of balancing the private interests of directors and the interests of the company,and occupies a core position in the legal relationship of the company.The fiduciary duty system of directors can reflect the legislative technology and judicial level of a country’s company law.This paper aims to clarify the operation state of fiduciary duty of directors of Chinese companies,and is divided into four chapters according to the idea of "raising problems--analyzing problems--solving problems".The first chapter combs the theoretical basis of the fiduciary duty of company directors.The origin of directors’ fiduciary duty lies in the conflict between directors’private interests and corporate interests.In order to balance the conflict of interests,different interests need to be selected.Company interest doesn’t give a definite definition in the current company law of our country,so this article analyzes company interest from the Angle of scientific theory.The fiduciary duty of directors is based on the relationship between directors and the company.This paper reviews the popular theories of"appointment relationship","agency relationship" and "dual status" in the academic circle,in order to correctly understand and grasp the fiduciary relationship between the company and the director.Chapter two investigates legal problems existing in company directors’ fiduciary duty in our country.Firstly,this paper makes an empirical analysis of the fiduciary duty of directors in our company.Through a statistical analysis of the laws,regulations and judgment documents related to directors,it is found that in terms of the boundary of directors’ duty of loyalty,the current Company Law has some problems such as unclear boundary between duty of loyalty and duty of diligence,and unclear right of inclusion for violation of duty of loyalty.On the regulation of directors’ duty of diligence,there are some problems,such as fuzzy judgment standard and absence of exemption from duty of diligence.In terms of the form of directors’ obligations,there are problems such as absence of compliance obligations and absence of stakeholders’ interests.Chapter three carries on legal analysis to the problems existing in the fiduciary duty of company directors in our country.Aiming at the boundary of directors’ duty of loyalty,this paper first sorts out the conflicts of interest in fiduciary relationships,aiming to clarify the essential differences between duty of loyalty and duty of diligence.Then,it analyzes the subsumption right of the company after directors violate fiduciary duty.As for the nature of subsumption right,the academic circle mainly focuses on the "claim right theory" and"formation right theory".This paper argues that it is more reasonable to define the subsumption right as the right of claim,because the theory of gratuitous management,unjust enrichment and tort in legal obligations is difficult to effectively combine with the subsumption right,so it is necessary to turn our attention to the intended obligation.In the process of transplanting the "subservient right system" in the field of Anglo-American law into our civil code system,the identification of subservient right as the right of damage compensation claim can minimize the impact on the existing civil commercial legal system.In view of the regulation of directors’ duty of diligence,this paper holds that the commercial judgment rule belongs to the exemption clause of directors’ breach of duty of diligence,which should not be regarded as the judgment criterion of duty of diligence,but should be judged by the "reasonable person standard".In view of the form of director’s obligations,this paper believes that compliance obligations can improve the flexibility of director’s obligation system and increase the company’s credit and wealth,so it is necessary to include the type of director’s obligations.Chapter four explores the legal path to solve the problem of fiduciary duty of company directors in our country.According to the boundary problem of the duty of loyalty of directors,firstly,we distinguish the duty of loyalty and the duty of diligence of directors,and grasp the essential difference of the two.Secondly,it refines the system of subsuming rights and improves the rules of interest calculation.In view of the standard of directors’duty of care,this paper explores the use of a new "reasonable person standard",and clarifies the introduction of business judgment rules and the burden of proof.In view of the form of directors’ obligations,this paper argues that companies should undertake social responsibilities and consider the interests of stakeholders in the process of business decision-making.In view of our national conditions and reality,the compliance obligation can be included into the type of directors’ obligations as a third fiduciary obligation,along with the duty of loyalty and duty of diligence.