A director of a manufacturing company owns 40 percent of a supplier. The director does not disclose this interest and persuades the board to approve a long-term supply contract. The controlling shareholder knew about the conflict and pressured two directors to vote yes.
Make a responsibility table for directors, senior officers, controllers, and the company. Do not treat all comparative fiduciary-duty vocabulary as interchangeable.
Students should identify loyalty, diligence, related-party transaction, controller influence, and remedy questions. Comparative discussion should be used to sharpen analysis, not replace Chinese statutory reasoning.
Exercise sources
中华人民共和国公司法
The core statute for Chinese companies, covering legal personality, registration, capital, corporate organs, directors' duties, state-invested companies, bonds, accounting, restructuring, dissolution, liquidation, and liability.
A foundational Delaware case on board oversight duties and the difficulty of imposing liability for failure to monitor corporate compliance.
A Delaware duty-of-care case focused on whether directors adequately informed themselves before approving a merger.
A comparative study of fiduciary-duty concepts in Chinese company law and Anglo-Australian jurisdictions.