Research On Directors' Fiduciary Duties From The Perspective Of Conflict Of Interes

With the development of social economy and corporate law theory,the board of directors plays a more and more important role in the operation and decision-making of the company,and the control right of the board of directors is often realized through some behaviors of the directors.Due to information asymmetry,compared with shareholders,directly involved in decision making and managing director of the master useful information more fully,and directors as a rational economic man determines its in the business decision-making process will inevitably doping personal will,once the director put personal interests in the enterprise,the shareholders’ interests,the company,shareholders,and even benefit related parties are likely to be affected,as losses,Conflicts of interest are inevitable.Therefore,it is increasingly important to regulate and restrain the behavior of directors.The fiduciary duty rule in the Common law system provides a code of conduct for The management of companies by Dong Jinggao,which can be used for reference in China to solve the current judicial problems in China.Although there is no such word as "directors’ fiduciary duty rule" in China’s company law and other relevant laws and regulations,there are certain provisions on directors’ duty.However,the present law has many deficiencies in the provisions of directors’ obligation,directors’ responsibility,derivative action,directors’ interests and so on.The rigid judicial review,the uniform stipulation of directors’ duty and the structural bias of the board of directors all bring difficult problems to the regulation of directors’ fiduciary duty.By analyzing the development and provisions of directors’ fiduciary duty in Anglo-American law and combining with the current judicial practice,firstly,The connotation of directors’ fiduciary duty can be enriched by introducing fiduciary duty into directors’ fiduciary duty,perfecting the judgment standard of directors’ duty of care and establishing horizontal fiduciary duty among directors.Secondly,by perfecting the system of directors’ liability exemption,establishing the system of directors’ expenses compensation and perfecting the system of directors’ liability insurance,the liability of directors can be restricted to avoid the directors’ being idle in performing their duties because of the fear of liability.Finally,it plays an important role in restraining directors’ behavior,coordinating the conflicts of interests between directors and other subjects,and reducing the cost of enterprise management and supervision by perfecting the supporting system of derivative litigation of interest subjects.