| Summary: | 碩士 === 中原大學 === 財經法律研究所 === 98 === Corporate directors play a key role in governing their corporation especially after the frequent occurrence of economic crimes and financial scandals in recent years. The review of duties and liabilities that they owe to the corporation has its significance in improving corporate governance. In this thesis, the research focuses on the development of fiduciary duties, particularly in the duty of care. This thesis also introduces the American law literature which reviews Delaware court judgments made in recent years. The research attempts to constitute a rough framework of liability system fit for our country.
Corporate directors have the two main fiduciary duties including the duty of loyalty and the duty of care towards their corporation and shareholder. The duty of care is consisted of two parts namely business judgment and business monitor. Their characteristics and judgment standards are somewhat different. When directors make a business decision, the business judgment is the standard rule to adopt. The purpose of it is to facilitate directors in the process of decision making. In our country, we don’t have any standardized regulations or rules in place as business judgment in order to assist directors. The appraisal business judgment rule is suitable on the feasibility in our country’s legal system.
Moreover, the directors’ fiduciary duty also includes the duty of monitor. Apart from monitoring the company’s daily operations in order to comply with all existing laws, it also assists the development of company’s internal control system; ensuring that the directors themselves can conform to their duties when managing.
In 2006 Walt Disney case, the Supreme Court of Delaware confirmed that the duty of good faith is indeed an independent duty. The discussion on the evolution of the duty of good faith can help us interpret the fiduciary duties in a modern light, making them more definite and more comprehensive. Furthermore, constituting an appropriate exculpation and limitation liability system can make the regulations more complete. The research of this paper may leave some advice.
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