The Duties Of Directors In The Company Group Scenario

In the company group scenario, the issues of directors' duties are theissues of directors' duty of faith in fact, which are about the questionwhether a director shall or not undertake the duty of faith and how heshall undertake it. This question is not easy for the law world anddirectors to answer. People make two different choices on the base of twodifferent law opinions. One choice is to strengthen the duty of faith ofdirectors in order to protect the individual company. The other is toremove the directors' duty of faith, in the purpose to enhance the group'sinterest.In the paper, the various issues about the directors' duties arisingfrom the group scenario are studied on the basis of general principles ofcompany law. After comparing the two above-mentioned ways ofresolving the issues of directors' duties in the group scenario, aconclusion has been made that both of the two ways are not perfectenough, and more should be done to improve them.However, the two different ways have the same goal to realize thefairness, which will make them come together.Finally, this paper analyses the relative rules of China, shows thesuccess and failure of China in resolving the issues, and makes someuseful advices for Chinese company law system.