A Study On Fiduciary Duties In American Corporate Law

Indubitability, corporation has become the most important enterprise form in the modern society. How to harmonize the relationship between the person who practically control the corporation , including corporate officer ,controlling shareholders, and corporation as well as other shareholders, having always been one of the central topic in corporate law. Since the period of practice of corporate law in China is short, the studying fruit in this aspect is also in absence. The purpose of this thesis lies in offering us some substantial rules and academic nutrition to which we can use for reference through the systematical coordinating and introducing of the fiduciary duty in American corporate law.Except for the leadin and epilogue, the paper includes six chapters.Chapter one, including five sections , focuses on some basic issues concerning corporate fiduciary duties, including the basic meaning and primary legal forms of fiduciary duties in corporate law, the unique nature of the corporate fiduciary duties, corporate fiduciary duties, the corporate styles in which the corporate fiduciary duties is applied ,the enforcement of the corporate fiduciary duties. The content of corporate fiduciary duties includes the duty of care and the duty of loyalty. The legal form of corporate fiduciary duties concerns case law and statute, and maily case law. In some aspects, corporate fiduciary duty is similar to the duty of trustees and representives, but in other aspects, is different from them. The concrete content of corporate fiduciary dutiesin close-held corporation is different that in public-held corporation.Chapter two, being divided into three sections, is mainly about the duty of care andthe business judgement rule, concerning the basic issues and the reviewing standard of the duty of the care, the business judgement rule, and the modification to the rules concerning directors ability by modern statute.Chapter three focuses on the loyal duty and self-dealing transaction. This chapter is divided into three sections, including the general problem of the duty of the care and self-dealing transaction, the batting around the rules relating to self-dealing transaction, and some ways to avoid a self-dealing transaction being overthrown.Once the judgement of the officers meet the procedure requirement of the duty of the care, the business judgement rule would provide some protetion to the officers.Chapter four mainly focuses on the duty of loyalty relating to the executive compensation. This chapter is consist of two sections, briefly introducing the forms of executive compensation and some issues concerned, intensively discussing the judicial reviewing rules to executive compensation.Chapter five focuses on the corporate opportunity doctrine. This chapter is divided into seven sections, introducing the competition with corporation and the use of corporate assets, the general theory of corporate opportunity doctrine, several standards to cognize corporate opportunity, some factors to be considered., and discussing some rules of ALI concerned in detail.Chapter six intensively discusses the fiduciary duties of controlling shareholders. This chapter is divided into four sections, including the general fiduciary duties, the duties in the sale of the controlling right, the duties of full disclosure, and the duties in the parent-subsidiary corporation circumstances.In the parts of epilogue, the paper compares the fine of the American law with the careless of ours, reviewing the status of the judicatory practice in China, pointing out the deficiency in corporate legislation in China, and pointing out a road through which realize the fine adjustment by law to social life in China.