A Study on Fiduciary Duties of Corporate Directors and Officers — Focus on the Duty of Good Faith
Date Issued
2008
Date
2008
Author(s)
Wu, Hsiao-Ching
Abstract
Since there are a lot of economic crimes and financial scandals in recent years, more and more people today focus their attention on the roles which corporate directors and office should play in corporate governance. Especially the reviews of duties and liabilities that they owe to the corporation have been regarded as the significant point of the improvement in corporate governance. However, the unawareness of the concept and the failure to make relative regulations which meet social expectations leaded to the increasing of corporate misconducts. The complement of director and officer fiduciary duties and the liability system may be the key approach to solve the problems. In this thesis, the research focuses on the development of fiduciary duties (especially the duty of good faith and business judgment rule) and the corresponding liability system. Through the comparative analysis on American law and Japanese law and literature review, it reveals that the duty of good faith is important part of fiduciary duties, and the clarification of the duty of good faith can give reference to the compliance of corporate law. In addition, by imitating exculpation and limitation of director and officer liability provisions in Japanese Corporate Law, the research attempts to constitute a rough framework of liability system fit for our country. In conclusion, the discussion on the evolution of the duty of good faith can help us to 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 advices to the review of existing regulation.
Subjects
business judgment rule
duty of good faith
exculpation and limitation of liability provisions
fiduciary duties
In re Walt Disney Company Derivative Litigation
SDGs
Type
thesis
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