Research On Legal Issues Of Directors And Senior Management’s Harm To Company’s Interests

The corporate governance structure has been continuously optimized,and the theoretical and practical circles have paid more attention to the legal issues of directors and executives harming the interests of the company.In recent years,the number of cases where directors and senior management harm the interests of the company has shown an upward trend.This article adopts empirical analysis research methods,and based on the type analysis of sample cases,it is found that there are damages to directors and senior management’s breach of fiduciary duty.The problem of unclear judgment standards for corporate interests and insufficient supply of the pre-procedure exemption system for shareholder representative litigation.Based on this,this article draws on the advanced legislative experience of foreign developed countries,clarifies the above two issues,and analyzes their causes,trying to provide positive suggestions for the resolution of the problem of directors and executives harming the interests of the company.In addition to the introduction,the research content of this article is mainly divided into four chapters:Chapter 1: Statistical analysis of the current situation of directors and senior management’s damage to the company’s interests.This chapter is divided into two parts.The first part is an explanation of the current situation of the regulation of directors and executives harming the interests of the company from the perspectives of fiduciary duty and shareholder representative litigation pre-procedures,in order to get a comprehensive understanding of the relevant norms of the issues studied in this article.The second part is the basic analysis of empirical cases,including the limitation of selection criteria and the preliminary demonstration of statistical cases.Chapter 2: Type analysis of cases where directors and executives harm the interests of the company.This chapter analyzes the cases of directors and senior management damaging the interests of the company.There are mainly two categories:the unclear judgment standard of the violation of the fiduciary duty by the directors and senior management harming the interests of the company and the insufficient supply of pre-procedural systems for shareholder representative litigation.Among them,the judgment standard of directors and senior management’s breach of fiduciary duty and harm to the company’s interests can be divided into the judgment standard of directors and senior management’s breach of their duty of diligence and the judgment standard of directors and senior management’s breach of loyalty obligation.The operation of the pre-procedures for shareholder representative litigation can be further divided into: There are three types of pre-procedures to enter litigation,exemption from pre-procedures,and shareholder suits that are rejected due to pre-procedures.Chapter 3: Analysis of existing problems and causes of directors and executives harming the interests of the company.Analyze the existing problems and causes of the damage of the company’s interests by directors and senior management.Based on the classification of types,this chapter will deal with the judgment standards of directors and senior management’s violation of their duty of diligence,the judgment standards of directors ’ and senior management ’ s violation of their loyalty obligations,and shareholder representative litigation.The three pre-procedures explore the existing problems in operation from the perspectives of theory and practice,and try to explore the reasons for the problems based on the advanced legislative experience outside the territory.Chapter 4: Regulatory suggestions for directors and executives to damage the company’s interests On the basis of clarifying the current problems in our country and analyzing the reasons for the problems,this chapter further proposes more specific suggestions for improvement.In terms of improving the judgment standards of directors and senior management’s breach of duty of diligence,it can establish that directors and senior managers violated their diligence.The principle of the duty judgment standard is the starting point to clarify the subjective and objective judgment standards of directors’ and senior management’s breach of their duty of diligence,and propose a system concept for introducing business judgment rules;in terms of improving the judgment standards of directors’ and senior management’s breach of loyalty obligations,restate the basis of their loyalty obligations Under the premise of relationship,further strengthen the system supply for the judgment standards of directors and senior management’s breach of loyalty duty,and emphasize the need to speed up the construction of the responsibility system for directors and senior management’s breach of loyalty duty.In terms of improving the pre-procedural exemption for shareholder representative litigation,on the basis of balancing the value of freedom and order,specific suggestions are made to clarify the response system to shareholder litigation requests and strengthen the supervisory role of the board of supervisors.