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. A senior manager later moves part of the company’s procurement business to a competing affiliate, and the supervisor hesitates to act because the controller appointed them.
Make a responsibility table for directors, senior officers, supervisors, controllers, and the company. Do not treat all comparative fiduciary-duty vocabulary as interchangeable.
Students should identify loyalty, diligence, related-party transaction, competing-business, supervisor-action, 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.
最高人民法院关于适用《中华人民共和国公司法》若干问题的规定（五）
Judicial rules focused on shareholder protection, including related-party transaction liability, removal of directors, and implementation of profit distribution resolutions.
最高人民法院关于适用《中华人民共和国民法典》合同编通则若干问题的解释
Judicial interpretation on general contract rules under the Civil Code, including Article 20 on contracts concluded by a legal representative or responsible person beyond authority.
郑州思维物业管理服务有限公司、河南易元置业有限公司公司关联交易损害责任纠纷案
A supervisor-filed representative action challenging related-party transactions and alleged company-interest harm, useful for linking conflict transactions, derivative procedure, and internal supervision.
董事、高级管理人员另立公司经营同类业务，是否应当承担责任？
A company-interest harm dispute in which company personnel, including supervisors, were held responsible after setting up a competing business and diverting business opportunities.
上海某流体设备技术有限公司诉施某某损害公司利益责任纠纷案
A general manager and director diverted a valve-supply opportunity to a company he controlled; the court treated the opportunity as belonging to the company and awarded the company the diverted contract spread.
某甲公司诉高某某、程某公司关联交易损害公司利益纠纷案
A Supreme People's Court retrial treated undisclosed related-party procurement through directors' affiliated company as company-interest harm where the transaction structure caused benefits to flow out of the company.
投资者保护典型案例：投保机构股东代位诉讼摩登大道资金占用案
A shareholder derivative action by an investor-protection institution over controlling-shareholder fund occupation at a listed company.
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.
Foundational Delaware corporate-opportunity decision requiring a fiduciary to account where an opportunity falls within the corporation's line of business, the corporation has an interest or expectancy, and the fiduciary's appropriation conflicts with duty.
Delaware Supreme Court decision applying intrinsic fairness review where a controlling shareholder receives a benefit to the exclusion and detriment of minority shareholders.
A comparative study of fiduciary-duty concepts in Chinese company law and Anglo-Australian jurisdictions.
新公司法上利益冲突交易的统一规制
Analyzes how the revised Company Law unifies regulation of related-party transactions, corporate opportunities, and competing business under an interest-conflict framework.
公司治理中的控股股东及其法律规制
Analyzes controlling shareholders as a central issue in Chinese corporate governance and argues for legal constraints on control rights, tunneling, and excessive intervention in company decision-making.