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The Study on Non-completion Agreement of Director’s Faithful Obligation

Author: WangYouYong
Tutor: HouDongDe
School: Southwest University of Political Science
Course: Legal
Keywords: Directors' duties Duty of loyalty Noncompete Judgment Rule Causes Rules Liability
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 58
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Abstract

The Modern Company presents scale of enlargement, the centralization trend dispersed ownership and authority of the Board, and corresponding to the corporate governance structure evolved by the shareholders' meeting centrism \Commercial practice, this ownership and management the legislative phase separation mode, although adapted to the requirements of the development of the market economy, but the ensuing derived from the high cost of corporate governance. Binding \States Companies Act requires the directors of the company to bear the duty of loyalty and diligence obligations. Diligence obligations emphasized the attention and effort of the directors, the directors I should have the wisdom to maximize the performance of their duties, mainly closely related to the ability of directors. The duty of loyalty is emphasized directors should be loyal to the company Fuji, from beginning to end to the overall interests of the company in the first place, if the conflict with its own interests and the interests of the company, should abandon the former to the latter is chosen, in order to preserve the interests of the company as a whole . The duty of loyalty is closely related with the moral of directors embodies a moral obligation to the law, in which the non-competition rules is one important element. A large number of judicial practice has proved that the non-compete obligations in the specification directors legitimate duties, safeguard the interests of the company and shareholders, and to develop the role of director of professional conduct significant. Accordingly, our Company Law of the director of the non-compete obligations recognized by law. This not only provides for the court noncompete cases legal navigator, perfect, and promote the development of the company's system, establish a good market order is significant. The article is divided into three parts. The first part introduces the basic facts, the case results of the ins and outs and court referee carding. The second part of the Legal Analysis, is the main content of this article. The legal analysis is divided into three parts, the first part of the main analysis of the legal basis of the fiduciary duty of directors, and the relationship of trust, said the agency relationship said, and the appointment of the the relations said three made a specific doctrine Comment. The second and third part of the focus of this article is also a difficulty. The second part is based on the trial court and commercial practice, starting from the countries noncompete provisions, closely around the relevant provisions of the Companies Act in China, Director Duty judgment rule is a detailed analysis of the following nine areas, including the noncompete the main scope of the subjective aspects of performance objective, content range, time range, area restrictions, status, self-employed or for others operating similar business nine aspects. The third part detailed analysis of the directors of the noncompete obligations litigation rules, contains specific litigants, litigation jurisdiction, immunity from legal process, civil undertaking five aspects. Finally, legislative proposals, put forward their own views for the legislative practice of China's non-compete.

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