Study Of The Duty Of Loyalty Of Directors Of The Company

The duty of loyalty is the core of the director's duty system . It appears extremely important to better the content of the duty of loyalty so as to hinder directors, who are selfish in nature, from damaging the legal interest of corporation shareholders, especially minority shareholders.This article has demonstrated the theoretical foundation of the formation of the director's duty of loyalty first, and then on the basis of analyzing the defects of the theory of acting as agent -, entrusting , appointing, legality and so on, it has put forward the combination of the theory of appointing and acting as agent to illustrate the theoretical foundation of the formation of the director's duty of loyalty.Self dealing is one of the coral contents of the director's duty of loyalty. The author has demonstrated the concept, classification, components and features of self dealing in light of the knowledge of ethics, economics and relevant laws and put forward some ideas to better the related stipulations in our country's corporation law on the basis of studying the valuable legislative experience of foreign countries.Depriving the corporate opportunities is stipulated particularly in corporation laws of British and American law system, but the corporation laws of continental law system doesn't regard it as an independent form of the director's duty of loyalty. This article has simply looked back on the evolutional history of corporate opportunities stipulations in the British and American law system, analyzed the standard of corporate opportunities and the reasonable defenses for director's taking advantage of it, and critically demonstrated whether our country should transplant it and the designs of relevant system.The prohibition of the director's competition with the corporation in its business is another concrete form of the director's duty of loyalty. On the basis of introducing the notion and classification of the prohibition of the director's competition with the corporation in its business, the article has interpreted the advantages and disadvantages of it and thus put forward corresponding legislative patterns. Meanwhile, the article has also testified the internal and external subsequences of breaching the prohibition of the director's competition with the corporation in its business, analyzed the defects existing in our country's corporation law and provided corresponding legislative suggestions.