Analysis On The Dispute Of Execution Of Claiming Cancellation Right Of Stockers’ Right Transfer

Acording to the revised Company Law in2005, the director, the supervisor andthe senior managers shall comply with the law, the administrative rules andregulations in a company, and bear the duty of loyalty and the duty of care. Theapplicable standards of the duty of care bore by the company executives is not only animportant proposition but also a universal problem for the theory and practice incounties all around the world. whether there are any defects existing in directors’administrative behavior or not is the judgment’s focus of the duty of care, but suchkind of judgment is mostly an ex post facto and it exists an antinomy: excessive strictstandard may hamper directors’ innovative enthusiasm; and excessive loosestandard may make the duty unenforceable. In China，the present Company Law isvery principled and a systematic applicable theory has not yet been formed in therelevant judicatory practice. Thus there lacks a clear standard not only for the actualperformance but also for the examination and judgment of the duty of care, which willdirectly influence the elevation of corporation governance in China.This paper at first briefly introduces the course and judgment of a case against CSRC (China Securities Regulatory Commission) for abiding by the duty of care by a company executive which has attracted much public attention, explains the reasons and background of the controversy from a macro perspective and find out its focus so asto reveal the main idea and theme to be discussed in this paper. Then, the paper analyzes the applicable standards of the duty of care from both subjective and objective aspects. Finally, the paper analyzes business judgment rule developed maturely in thepractice in America, and summarizes its legal basis and controversy focus with an attempt to find out the possibility of introducing it to the judicatory practice in China..