Research On The Fiduciary Duty System Of Directors Of Benefit Companies In The United State

With the advancement of globalization,the world economy is developing rapidly,but at the same time,many social problems emerged.Therefore,many entrepreneurs with a sense of social responsibility hope to create public interests for the society while pursuing economic interests.Social enterprises with the dual mission of social goals and economic interests emerge as the times require.As one of them,benefit corporations occupy a major position in American social enterprises.At present,there are no relevant legal provisions on the legal entity of social enterprise in China,so the relevant legislation is imminent.Therefore,it is necessary to study benefit corporations,which is one main form of social enterprise,and learn from foreign legislative experience,so as to enrich the domestic research on the relevant theories of the benefit corporations.This paper focuses on the study of directors’ fiduciary duty in benefit corporations,analyzes and compares the specific provisions of directors’ fiduciary duty in benefit corporations in American States,finds out the advantages and existing problems,and finally obtains the enlightenment for the construction of directors’ fiduciary duty system in social enterprises in China,so as to provide theoretical guidance for the legislative design of social enterprises.In addition to the introduction and the conclusion,this dissertation is of five parts.Part Ⅰ gives an overview of social enterprise,introduces its rise,concept and characteristics respectively,and expounds the connotation,characteristics and origin of the main form of social enterprise——benefit corporations.Part Ⅱ analyzes the legal framework of directors’ fiduciary duty in American company law.Firstly,it introduces the duty of care,duty of loyalty and business judgment rules in general for-profit companies.Secondly,it compares and analyzes the different provisions of directors’ fiduciary duty in Model Benefit Corporation Legislation,Delaware General Corporation Law and Minnesota Public Benefit Corporation Act.Then it compares the similarities and differences between the laws and regulations from the perspectives of corporate purposes,decision-making principles and litigation.Part Ⅲ analyzes the positive significance of the legal system of fiduciary duty of directors in benefit corporations,including making the pursuit of public interest become the obligation of directors for the first time,and establishing a mechanism to protect the goal of social public interest.Part Ⅳ studies the shortcomings of the existing system,mainly including the specific provisions of the company’s goals that directors should pursue,the constraints on directors’ fiduciary obligations and the behavior standards of directors,and finds that the existing provisions need to be improved.Part Ⅴ is about the inspiration to construct the fiduciary duty of directors of social enterprises in China.In view of the above analysis of the fiduciary duties of directors in the United States,according to the advantages and disadvantages of the regulations,combined with the views of scholars and the actual situation in China,this paper puts forward more suitable legislative design suggestions from the aspects of the corporate purposes that directors should pursue,the accountability mechanism of directors and the behavior standards of directors.