论董事、高管对全资子公司的忠实勤勉义务——以李严、深圳市华佗在线网络有限公司损害公司利益责任纠纷一案为例

On the Duty of Loyalty and Diligence of Directors and Senior Executives to Their Subsidiaries—Taking the Case of Li Yan and Shenzhen Huatuo Online Network Co., Ltd.’s Liability Dispute for Damage to Corporate Interests as an Example

董事、高管作为公司的领导核心,需要对其所任职的公司承担忠实义务和勤勉义务,违反该法定义务则要承担相应的法律责任。本文主要通过对“李严、深圳市华佗在线网络有限公司损害公司利益责任纠纷”一案进行分析,李严利用其职务上的便利,违反忠实义务以及勤勉义务,谋取其任职公司全资子公司的商业机会,损害公司的利益。针对案件争议焦点,对董事、高管的忠实义务、勤勉义务的范围,赔偿责任的承担,所得收益归于公司,为公司最大利益等问题进行探讨。

As the core of the company’s leadership, directors and senior executives need to bear the duty of loyalty and diligence to the company they work for, and they must bear corresponding legal liabilities for violating this legal obligation. This article mainly analyzes the case of “Li Yan and Shenzhen Huatuo Online Network Co., Ltd. Dispute over Liability for Harming the Company’s Interests”, in which Li Yan took advantage of his position to violate his duty of loyalty and duty of diligence to seek business opportunities for a wholly-owned subsidiary of the company where he worked, thereby harming the interests of the company. In view of the focus of the dispute in the case, the scope of the duty of loyalty and diligence of directors and senior executives, the assumption of liability for compensation, and the attribution of profits to the company and the best interests of the company were discussed.