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Full-Text Articles in Business
Judicial Review Of Directors' Duty Of Care: A Comparison Between U.S. & China, Zhaoyi Li
Judicial Review Of Directors' Duty Of Care: A Comparison Between U.S. & China, Zhaoyi Li
Articles
Articles 147 and 148 of the Company Law of the People’s Republic of China (“Chinese Company Law”) establish that directors owe a duty of care to their companies. However, both of these provisions fail to explain the role of judicial review in enforcing directors’ duty of care. The duty of care is a well-trodden territory in the United States, where directors’ liability is predicated on specific standards. The current American standard, adopted by many states, requires directors to “discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.” However, both …
The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson
The Very Uncertain Prospect Of 'Global' Convergence In Corporate Governance, Douglas M. Branson
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Elites in the United States legal academy have been uniform in their prediction of "global" convergence on a single model of governance for large publicly held corporations. That model is, of course, the U.S. model. The evidence, though, is only of some trans Atlantic convergence with an outlier here or there. Moreover, the existing scholarship is culturally and economically insensitive. U.S. style corporate governance, with its requirements for truly independent directors who will confront and remove badly performing CEOs, and which has as an element lawsuits brought by activist shareholders, is simply inappropriate for many cultural settings. Post Confucian and …