Corporate Jurisprudence Analysis On The Case Of Directors And Senior Executives Harming Corporate Interests

As a business subject,a company needs to improve its market competitiveness,and its governance ability plays an important role in it.Therefore,a company often endow directors and executives with great power,but it may also cause some directors and executives to pursue their own interests and damage the interests of the company.In recent years,the phenomenon that directors and senior executives harm the interests of the company and enter the judicial process is on the rise.Because China’s company law gives judges more discretion in such cases,courts in different regions have different judgment standards for such cases.This article embarks from the judicial practice,exploring executive director corresponding case definition and damage the interests of the company’s responsibility to determine the judicial referee,found that the legal system in specific cases during the processing of the deficiencies,at the same time perfect legal basis for the mining in the written judgment,to try to some lack of legislative supplement,to perfect the system of executive director’s obligation.The first part of this article selects the refereeing documents of theoretical significance from the refereeing documents of the last three years as samples.Firstly,the significance of sample selection is explained.Secondly,after excluding the cases that do not meet the selection criteria,the case samples are sorted out and the overall situation of the samples is analyzed.The second part of the article is the typification analysis of the cases of directors’ executives harming the company’s interests.First of all,this paper expounds the legal basis for the analysis of the typology of the cases of directors and executives harming the company’s interests.Secondly,the selected samples are classified and analyzed according to the two statutory obligations of directors and senior executives in accordance with the company law.In the case of breach of duty of loyalty,the author probes into three kinds of behaviors: self-dealing,usurpation of business opportunities and violation of non-competition.In the case of breach of duty of care,because the company law does not list specific circumstances,this paper summarizes the meaning,scope and adjudication rules of duty of care from judicial practice.The third part of the article analyzes the judgment of the liability of directors and executives to damage the company’s interests.First of all,whether the duty of loyalty or duty of care is violated by directors and executives,their civil liability for harming the interests of the company is deemed as tort liability.Secondly,each court has its own different understanding on the principle of imputation and the determination of constituent elements.Finally,in terms of the way of bearing civil liability,the author summarizes the judgment thoughts of the court in determining the exercise of the returning right of the company and the limits of the claim scope and returning right when the returning right and the claim right compete.The fourth part of the article is the analysis of the interactive relationship between judicial judgment and corporate legislation.Firstly,the legislative omissions arising from the sample analysis are summarized from three aspects: duty of loyalty,duty of diligence and duty allocation mechanism.Secondly,try to improve the relevant legislation to promote the precision of judicial judgment.It is mainly carried out from four aspects: detailing directors’ duty of loyalty,clarifying directors’ duty of care and its judgment rules,determining business judgment rules at the legislative level and improving the responsibility allocation mechanism of directors’ executives.