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随着社会的发展,对董事注意义务的规定已不仅仅是保护董事的经营决策权,而且切实关系到公司的利益。在董事遵守其法定义务的情况下,董事行为的法律后果由公司享有和承担。但在公司所有权与经营权分离的情况下,若违反法定义务的董事的行为也由公司承担其法律后果,必然放任和纵容董事的不良行为和不法行为,对公司的利益不利。本文通过对董事义务内容的论述,探讨我国不重视董事注意义务的根源,并提出有关完善的建议。
With the development of the society, the provisions on the duty of paying attention to directors have not only protected the directors’ decision-making power of management, but also have a real bearing on the interests of the company. Where the directors comply with their statutory obligations, the legal consequences of the directors’ conduct shall be enjoyed and borne by the company. However, if the company’s ownership and management rights are separated, any violation of the statutory obligations of the directors will also be borne by the company for its legal consequences, which will inevitably lead to and indulge the director’s bad behavior and wrongdoing, which is unfavorable to the interests of the company. Through the discussion of the contents of directors’compliance, this paper explores the reasons why our country does not attach importance to directors’ duty of care and puts forward some suggestions about improvement.