《公司法》全册配套完整课件.pptVIP

谨慎（注意）义务 It includes the responsibility of the director to oversee the activities of the corporation by attending directors meetings, by requiring that the company provide adequate information upon which to make decisions, by carefully reviewing the documentation which is provided, and by monitoring the activities which are delegated to officers of the corporation 谨慎（注意）义务 (a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) in good faith, and (2) in a manner the director reasonably believes to be in the best interests of the corporation. 谨慎（注意）义务 (b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances. 谨慎（注意）义务 (a) An officer, when performing in such capacity, shall act: (1) in good faith; (2) with the care that a person in a like position would reasonably exercise under similar circumstances; and (3) in a manner the officer reasonably believes to be in the best interests of the corporation. 谨慎（注意）义务 商业判断规则（business judgement rule） a presumption that directors making a business decision, not involving self-interest, acted in good faith and with due care. 谨慎（注意）义务 商业判断规则（business judgement rule） The business judgment rule insulates an officer or director of a corporation from liability for a business decision made in good faith if he is not interested in the subject of the business judgment, is informed with respect to the subject of the business judgment to the extent he reasonably believes to be appropriate under the circumstances, and rationally believes that the business judgment is in the best interests of the corporation. 忠实义务 （duty of loyalty） The duty of loyalty prohibits directors and officers from usurping, for their ow