Fiduciary Duties in Company Law:A German Perspective  

作　　者：Rainer Kulms 

机构地区：[1]Max Planck Institute for Comparative and International Private Law

出　　处：《Contemporary Social Sciences》2022年第6期83-110,共28页当代社会科学（英文）

摘　　要：As Chinese practitioners and scholars ponder the scope of fiduciary obligations under the country’s company law,this paper offers a comparative perspective from German law.Although German corporate law has not rejected legal transplants,the common law trust has never been accepted as an organizational device for administering third-party funds or doing business.Nonetheless,the German judiciary has developed a sophisticated concept of fiduciary obligations where the statutes remain silent.This paper explores the application of fiduciary obligations to limited partnerships,limited liability companies,and stock corporations.It takes a membership perspective to ascertain the legal relationships between a corporation and its shareholder-members and among fellow-shareholders,as business entities evolve from personalistic to capitalistic settings.Fiduciary obligations also inform the relationship between the corporation and its directors and corporate officers.Although German law does not classify directors and corporate officers as the shareholders’direct trustees,shareholders stand nonetheless to benefit from the way directors and corporate offices discharge their duties towards the respective corporate entities.Moreover,criminal law rules on embezzlement operate to protect the corporation and the monies it administers from overly risky business projects.

关 键 词：German company law limited liability companies stock corporations directors’duties of loyalty and care criminal law liability for embezzlement 

分 类 号：D951.6[政治法律—法学]