Academic Study On Directors' Finduciary Duties And The Liabilities For Breaching Such Obligations

It will inevitably become one of the focus for legal circles in China to concern the legal constraints and regulatory on corporate governance, because of the pursuit of the modern enterprise system issued by the socialist market economy and the need of economic system reform, especially the further deepen reform of State enterprises. Of course, the performance of the corporate governance in different countries has emerged in a variety of different forms, due to the vastly different patterns in historical and cultural tradition and economic development aspects. However, the directors'fiduciary duties as a kind of the common factors or recognized rules in corporate governance are crossing different racial, national or even regional boundaries. Up to now, the problem about fiduciary duties and responsibilities for society will jump into our spotlight and become a hot focus again. Especially, in the background of the financial tsunami that was caused by the subprime mortgage crisis, has not yet completely subsided and is still lingering in people heart.Selecting the " Swindle of Madoff " and the " Contamination of Sanlu Milk Powder " as typical cases, reviewing the case and basing on in-depth analysis, this paper aims to reflect the problem, in another way, that the people who should be responsible must be responsible:focus on the balance between rights and responsibilities of directors, in face of the structure of modern corporate governance; sort out the fiduciary duties of directors, in particular, the accountability system of the violation of fiduciary duties; and comes down to the necessity of the value of the directors'fiduciary duties in the modern corporate power configuration and accountability mechanisms of the director'responsibility for violation. Specifically, the article is divided into four main sections in structure:Chapterâ… :After overviewing whole stories of the "Swindle of Madoff "and the "Contamination of Sanlu Milk Powder ", and further comparison of two cases, with the View from the modern corporate governance, rights and responsibilities of directors reflect a balance or coordination between the issues, particularly it is need to establish accountability mechanisms of a sound directors violated fiduciary duties from the system level.Chapter II:This section is interpretation of the concept of director fiduciary duties. First of all, to make a theoretical interpretation of fiduciary duties from the perspective of directors of philosophy of law, related to the origin, meaning. Second, to tease out the trajectory of the directors fiduciary duties flow from the perspective of history. Again, to make a conclusion from the law design and value analysis of fiduciary duties of directors.Chapterâ…¢:This section makes a real course of the analysis on fiduciary duties of directors with the case of the Situation of Chinese corporate governance and the existing "Company Law", by the current situation of China and the interpretation of legal texts, to point out that corporate governance in the contemporary realities and the real problems, ultimately to come down to the combination of theoretical comments, learning from foreign experience, to further improve the level of the recommendations made and the path from the legislative system.Chapter IV:This section focuses on directors'liabilities for breaching fiduciary duties system for further construction of problems From the View of the Chinese Company Law, mainly on four issues:(1) to determine the principle of Liability of liabilities for breaching fiduciary duties; (2) Four Elements to judge directors' liabilities for breaching fiduciary duties; (3) Directors' liabilities for breaching fiduciary duties system construction and the construction of the center key; (4) Accountability mechanisms against the construction of the directors' liabilities for breaching fiduciary duties system, focusing on shareholder derivative action and the Disregard of Corporate Personality of further modification and improvement.In sum, this article will focus on the study on the second to the fourth section, focusing on the legal theory of innovation and quality of interaction between law and reality, and the legal system designed.Studying on directors'finduciary duties and the liabilities for breaching such obligations abroad, thinking and configurating the directors'rights and obligations in the company, so as to establish a sound director fiduciary duties and breach of fiduciary responsibility system from the Perspective of China's Company Law, I put forward my own ideas and suggestions it is undoubtedly of great significance in theory or in practice for solving the existing issues in China practical corporate governance such as internal control. Only in this way, our corporate governance will really establish a world competitive modern enterprise system in the 21st century.