河北法学2024，Vol.42Issue(1)：37-58,22.DOI:10.16494/j.cnki.1002-3933.2024.01.002
董事谨慎义务:从信义法回归
Directors'Duty of Care:Returning from Fiduciary Law
摘要
Abstract
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.关键词
民法典/委托合同/公司董事/谨慎义务/信义法Key words
civil code/contract of mediate/company director/duty of care/fiduciary law分类
社会科学引用本文复制引用
邢海宝,李东阳..董事谨慎义务:从信义法回归[J].河北法学,2024,42(1):37-58,22.基金项目
教育部人文社会科学重点研究基地重大项目"法治化营商环境建设法律问题研究"(22JJD820018). （22JJD820018）
