On The Legal Application Of Fiduciary Duty Of Directors Under The Company Law Of China

Fiduciary duty of directors is an important basis to regulate the behavior of directors.The company law of our country divides the fiduciary duty of directors into duty of loyalty and duty of diligence and lists the behaviors of directors violating the duty of loyalty.However,after a specific case study of the judgment,it can be found that the following two problems exist in the legal application of directors’ fiduciary duty in China: directors’ loyalty,the undifferentiated application of duty of diligence and the unclear judgment standard of directors’ duty of diligence.There are two main reasons for the above problems.One is the absence of legal norms on fiduciary duty of directors and the lack of clear legal guidance by judges.Secondly,the judge’s attitude towards the application of directors’ fiduciary duty is negative,including the lack of legal interpretation of directors’ loyalty and duty of diligence and the judicial passive intervention in corporate affairs.From foreign experience,the United States,Japan and Germany all have their unique legal application system of fiduciary duty of directors.Although it is not suitable for China to directly introduce it,it is of great significance to improve the legal application of fiduciary duty of directors in China.Therefore,the improvement plan of the application of directors’ fiduciary duty law in China should be based on the existing legal norms and the status quo of legal application in China,and provide judges with clearer legal guidance through the method of “theory of interpretation”,so as to enhance the willingness of judges to apply the fiduciary duty law of directors.The problems of distinguishing directors’ loyalty and duty of diligence are solved need from the perspective of distinguishing directors’ behaviors,Among them,duty of loyalty is based on conflict of interest to regulate directors’ behaviors involving conflict of interest,and duty of diligence is based on the principle of good faith to regulate directors’ behaviors without conflict of interest.Furthermore,in order to clarify the judgment standards of directors’ duty of diligence,this paper types directors’ behaviors without conflict of interest and adopts different judgment standards.To be specific,the judgment standard for directors’ non-conflict of interest business decision-making behavior is gross negligence,while the judgment standard for directors’ non-conflict of interest non-business decision-making behavior is general negligence,which can not only improve the enthusiasm of directors,encourage directors to fully perform their duties,but also effectively regulate directors’ behaviors that damage the interests of the company.