Studies On Directors' Duty Of Loyalty

In the management of modern companies,the property right and operation right separate from each other increasingly.Normal shareholders are unlikely to take part in the management and operation of companies directly.Meanwhile,directors represent companies outside,and manage companies' affair inside.The right of directors expands significantly.With the transformation from shareholder-meeting-centralism to directorate-centralism,the highly dispersal of stock right has made shareholders acquiesce to this situation.As a result,directorates are possible to do harm to the interest of companies.In order to protect the interest of companies and shareholders, the design of directors' loyalty obligation system can put an end to the negative influence brought about by directorate-centralism.However,compared with the law system in this obligation in western countries,our law system in this field is not perfect enough,and is difficult for actual operation.So we study the directors' duty of loyalty.In this thesis,we research the directors' loyalty obligation using dialectic method,historic method and comparing method.Firstly,we introduce the basic theory of directors' loyalty duty,and bring forward that the legal nexus between director and company is tape of double legal nexus.Secondly,we set forth the obligation groups and the types of directors' loyalty duty. Thirdly,we research the liabilities of violation of loyalty duty.Especially,make a deep research into the liabilities for compensation of duty of not to do self-dealing,duty of not to usurp corporate opportunity and duty of not to compete with the companies.At last,we analyze the problems that exist in the directors' loyalty duty system in China,and set forth suggestion to strengthen and complete the obligation.For example,summing authorization should been substituted for case approval,and endows the board of directors with authority to approve.At the same time,it should require that directors involved should report to his corporate organ,and that only directors and shareholders who are not involved have rights to vote with legal duty of attention.Moreover,we should introduce the system of punitive compensation and the regulation of constructive trusts,confirm the range of self—dealing,the cognizance corporate opportunity meaning of compete with companies and scheduled period of right to intervene.