试论英美法对董事自我交易的规制和豁免

An Analysis of the Stipulations and Exemption of Basic Self-dealing by Directors in Common Law System

董事的自我交易早期被认为是损害公平交易秩序及不符合忠实义务被绝对禁止,但绝对禁止不利于市场效率的提高,并不符合公司自治的要求。因此,英美法系国家立法及判例逐渐赋予其豁免规则,有限的承认自我交易的合法性。

The basic serf-dealing by directors was waditionally forbidden as it was deemed as detrimental to fair dealing and disconfirm to the duty of loyalty. However, the forbiddance offers no benefit to the market efficiency and corporate governance, so the common law system constructs certain safe-harbor rules to permit self-dealing limitedly through statute and precedents.