A Comparison between the Corporation Law System of the United States and the Corporation Law of China

The corporation law system of the United States is greatly different from the related rules and regulations of China.In this paper,the two sides are compared only in terms of director’s duties to corporation.Because of the demand of corporation for business specialization,the shareholders of corporation are divorced from the management of corporation affairs,and thus director’s duty of loyalty and duty of care to corporation are especially important for the interests of the corporation.In the stipulation of China for the two duties,however,specific discretion standards are absent,but also unreasonably aggravated duties of director have emerged.By comparing with the corporation law of the United States,the judgment for the reasonable and unreasonable aspects of Chinese corporation law is conducive to improve the duties of director in China.