A Comparative Study On Fiduciary Duty Of Independent Directors In China And The US

The introduction of this thesis includes the introduction to the issue of the fiduciary duty of independent directors,domestic and international literature,the value and significance of studying the fiduciary duty of independent directors in China and the United States after the Kangmei Pharmaceuticals case,the main research methods of this thesis,and the structure of this thesis.Chapter One is “Basic Theory of Independent Directors and their Fiduciary Obligations”.This chapter is divided into three sections.The first section is “The Development and Value of Independent Directors”,in which analyzes the development of independent directors in the United States and the value of the system.The second section is “The Concept and Components of Independent Directors Fiduciary Duty ”,in which analyzes the concept and components of independent directors’ duty of care and duty of loyalty.The third section is “The Development and Current Situation of Fiduciary Duties of Independent Directors in China”.Chapter Two is “The Recognition of the Fiduciary Duty of Independent Directors”.This chapter is divided into three sections.The first section is “Problems of Recognizing Fiduciary Duties of Independent Directors in China”,in which analyzes the rules of recognizing the fiduciary duties of independent directors in China and the long-standing problems of such system.The second section is “The Determination of Fiduciary Duties of Independent Directors in the United States”,in which summarizes the criteria,rules and practices of independent directors in the major states in the United States.The third section is “The reasons why independent directors are not independent and not professional”,in which summarizes and compares the differences between the U.S.and Chinese systems.Chapter Three is “Implementation of Independent Directors’ Fiduciary Duties”.This chapter is divided into three sections.The first section is “Problems of Fiduciary Duties of Independent Directors in China”,in which analyzes the main problems based on the summary of the implementation situation in China.The second section is“Regulations and Practices of Fiduciary Duties of Independent Directors in the United States”,in which summarizes the reasons for the success of independent directors in the United States in performing their duties due to the existence of a more appropriate governance structure,corresponding supporting mechanisms and specific rules and constraints.The third section is “The key to localizing independent directors”,in which summarizes and compares the differences between the U.S.and Chinese systems.Chapter Four is “Legal Liabilities of Independent Directors for Breaching Fiduciary Duties”.This chapter is divided into three sections.The first section is “Legal Liability for Violating Fiduciary Duties by Independent Directors in China”,in which analyzing administrative,civil,and criminal penalties of independent directors who violate the rules.The second section is “Legal Liabilities of Independent Directors for Breaching Fiduciary Duties in the United States”,in which summarizes the overview of liability in the major states in the United States and the views of the courts and the Securities and Exchange Commission on liability determination.The third section is“Penalty criteria for independent directors should be rigorous and uniform”,in which summarizes and compares the differences between the U.S.and Chinese systems.Chapter Five is “Lessons for China on the Fiduciary Duties of Independent Directors in the United States”.This chapter is divided into three sections.The first section is “Theoretical and Institutional Levels: Strengthening the Concept of Fiduciary Duty of Independent Directors in Practice”,in which summarizes the theoretical and institutional aspects of the U.S.independent director system that are worthy of reference.The second section is “Rule Level: Refining the Rules for Determining the Fiduciary Duties of Independent Directors and Assuming Liability”,in which summarizes the areas where China can improve the fiduciary duties of independent directors based on the U.S.system.The third section is a summary,namely “The improvement of the independent directors’ system should be clear.”By analyzing and comparing the fiduciary duties of independent directors in China and the United States,this thesis concludes that the identification,performance and recourse of the fiduciary duties of independent directors in China currently suffer from an inability to be implemented,inconsistency in the degree of legal responsibility and difficulty in performance,but by drawing on the specific provisions,existing mechanisms and corresponding systems in the major states in the United States,we can gradually improve the situation of independent directors.The case of Kangmei Pharmaceuticals is not only a turning point for the resignation of independent directors in China,but also a symbol of the maturity of independent directors in China.