董事谨慎义务:从信义法回归OACHSSCD

The essence of directors'duty of care is that the directors should act on an informed basis in order to maintain the quality of behavior in the decision-making process.The duty is an obligation under common law and has no inherent connection with the so-called fiduciary relationship.It can be integrated into contract law and tort law.It is not reasonable to incorporate the duty into the so-called independent fiduciary law and strictly enforce it with various equitable remedies.The way of dealing with the relationship between directors and companies in civil law jurisdictions is quite different from that in equity,especially in Japan and Taiwan,China.Given the existing legal resources and legal system in China,the duty of care of directors in China's corporate law should return from fiduciary law to the rules and principles of civil law.