Study On The Fiduciary Duties Of Management Of Corporations

The rising of centralization of managers in the modern companies results in the power growth of the management of corporations. How to reasonably the power running of the management of corporations has become the hotspot topic.This article uses the method of positive analysis, comparative analysis and functionalism ,researches the fiduciary duties of the management of corporations and its related issues. First of all, the article defines the conception of the management and its legal status, clarify that the relation between the management and the corporation as the relation of trust. On basis of this, the article analyze the necessity of restricting the power of the management and the mess for the corporation law to restrict the power of the management. The problems can be solved only by breaking through the frame of corporation law and thinking system. The corporation law introducing the fiduciary duties will provide a reasonable way to that. The corporation law introducing the fiduciary duties not only use the institution for reference, but also introducing the equity which the trust law soakage in. In the end, the article concentrate on the reconsidering the current system of the legislation of fiduciary duties, analyzing the value tropism of fiduciary duties, and giving legislative suggestion to the perfection of fiduciary duties institution in order to benefit the relevant institutions.This article main text altogether four parts.The first part clarify the conception of the management of corporations and its legal status at first. The management of the corporation has the right to control the operating the corporation ,and assume the office of top in the corporation, the range mainly including directors, manager and other top managers. Through comparative analyzing the relation of trust, employee of the corporation and the relation of contract ,the article consider the relation between the management and the corporation as the relation of trust. On basis of this, this article review the changing history of corporation governance, consider that the management of the corporation had already control the corporation. This phenomenon violate the traditional theory of the corporation law, and the expand of the power of which the management endanger the interests of the corporations and the shareholders. So we had to restrict the power of the management. The corporation law cannot restrict the expanding and abusing of the power of the management. Breaking through the frame of corporation law and thinking system can be a reasonable method to solve this problem.The second part review the background of the emergence of the Trust and the equity which the trust law soakage in. And then the article analyze the specific institution of fiduciary duties. This part is the core of the article. Trust obtained in equity and it was established from the struggle between common law and equity. But what Trust rely on is not the format of the equitable legal system but the equitable spirit: It was legislative or not did not rely on the legal itself, but the basic morality of human being. Trust and Corporation are both a way to transform and manage property, the status of the management in Corporation are similar with the status of the trustee in Trust ,it provide a possibility to introduce institution.The third part gives the Fiduciary duties institution of the management of our country a reconsideration. In this part the value tropism is also analyzed and give a suggestion to the perfection of the Fiduciary duties institution of our country. Te Fiduciary duties institution of the management rooted on the Fiduciary duties in Trust which soakage in equity. In order to achieve the goal of realizing justice value , the fiduciary duties restrict the expanding power of the management by two methods: the capability of operating the corporation and the personal integrity of the management. The chief value of the Fiduciary duties institution of the management is Justice, but this does not mean that this institution ignore the value of Efficiency. It change the attitude that definitely ban self-dealing transaction reflect the Fiduciary duties institution put an eye on Efficiency and Business Judgement Rule reflect the pursuing of the decision-making efficiency. On the basis of the discussion above, the article analyze the status quo of the Fiduciary duties institution of our country. The law of corporation is lack of fundamental regulation on duty of due care and diligence, and it doesn't have systematic regulation on duty of loyalty. So the regulation of the fiduciary duties does not become an integrity. In order to solve these problems in fiduciary duties institution, the article provide a suggestion to perfect the content of fiduciary duties and the institution while the management violate fiduciary duties.