A Comparison of Fiduciary Duties as a Corporate Governance Mechanism in the US and China

The fiduciary duties are one of the core institutions of modern corporate governance and serve as an effective way of judicial intervention in corporate governance. In the United States, the origin, nature and content of fiduciary duties have been extensively debated, and a more complete standard of review has also been developed in judicial practice. Under US law, the standard of review on the duty of care is mainly based on the business judgment rule. The business judgment rule is often described as a legal presumption that directors and officers of a company exercise due care by acting in good faith on an informed basis and in the good faith belief that their actions are in the best interests of the company. By exploring the development history, existing problems and future development direction of US legal system of fiduciary duty and standard of review, and combining the domestic practice with the legal tradition, this paper provides a reference for the construction of legal system of fiduciary duty and standard of review in Chinese Company law.