(2019)鲁10民终3289号

Wang Mou sheng and Wang Mou li v. Liu, Wang, and Bi: Boundary of Director Liability for Reward Arrangements

The court emphasized that liability for harming corporate interests still turns on whether the director or executive violated law, the articles, or internal arrangements and thereby caused loss to the company. Where a reward arrangement went through the company's internal approval process and was later ratified by the actual shareholder, the mere fact that an asset stood in an individual's name does not automatically establish a breach of loyalty, although title defects may still need to be corrected.

Holding

The court emphasized that liability for harming corporate interests still turns on whether the director or executive violated law, the articles, or internal arrangements and thereby caused loss to the company. Where a reward arrangement went through the company's internal approval process and was later ratified by the actual shareholder, the mere fact that an asset stood in an individual's name does not automatically establish a breach of loyalty, although title defects may still need to be corrected.

Issues

boundary of loyalty and diligence duties of directors, supervisors, and managerscompany reward arrangements involving vehiclesshareholder knowledge and ratificationwhether corporate loss is established automatically