英美董事的注意义务及其对我国的立法启示

英美法律对于董事注意义务及其判断标准做了比较严格的规定,而我国公司法却对董事的注意义务的规定付之阙如。在修订《公司法》时,应当借鉴英美国家在董事注意义务方面的规定,根据我国的立法现状与现有国情,适当引入主客观结合的判断标准和经营判断准则。

The Directors' Duties of Skill and Care in Britain and American Law and its Enlightenment for Chinese Legislation

The directors' duties of skill and care,from the standard of skill and care in traditional common law to its' modern developments in Britain,and from the standard of skill and care in American law to its' business judgment rule are introduced in this essay.Contrasting with the duty of skill and care in the two countries,Chinese legislation in this aspect is almost blank. According to the legislative status quo and present situation of China,the experience in these countries enlightens us to introduce the objective and subjective combinative standard and business judgment rule to Chinese company law.