| The establishment of the company can not be separated from the sponsors,the company’s external implementation of civil legal acts must rely on natural persons acting on behalf of.According to the empowerment,discretion,transformation and control of the proposed sponsor’s power,it is proved that there is a trust relationship between the sponsor and the company and between the sponsor itself.The theoretical integrity should be ensured through the overall establishment of the content,performance and imputation mechanism of the duty of loyalty.The sponsor’s duty of loyalty is a type of statutory obligation with altruistic attributes.The main contents include the obligation of comprehensive,real and timely disclosure of related information,the obligation of good management of the company to establish property,and the obligation of due diligence to complete the company’s establishment behavior.The specific requirements of each obligation are different.It is necessary for the sponsor to adhere to the principle of strict performance and the principle of rationality,and use the rationality it should have to choose to perform in a manner of act or omission.The initiator’s violation of the duty of loyalty is a unilateral abandonment of the relationship between faith and justice.It should have,but not have,high attention and may violate the legitimate rights and interests protected by law without reasonable attention.It is illegal and not difficult to be attributed.In general,when the initiator is sued for violating the duty of faith,the principle of fault liability should be adopted for attribution,that is,the initiator should bear the burden of proof,so as to reduce the responsibility of the initiator and protect its enthusiasm for establishing a company.At the same time,the burden of proof in the agency system is introduced to balance the interests of all parties.The sponsor may bear the responsibility of revocation,interest return or damage compensation alone or at the same time.The scope of the initiator’s liability for breach of trust is generally limited to filling the reasonable loss.The calculation method of the scope of the initiator’s liability for breach of trust in the case of self-transaction is that the nominal value of the shares owned by the initiator subtracts the difference between the market prices when the initiator transfers these properties to the company.However,the scope of compensation will be limited or expanded in the case of profit and loss offset and infringement of the intellectual property rights of the third party.The application of punitive compensation also has the effect of deterrence and punishment in advance. |
