Substantial Strengthening of Fiduciary Duties of Directors, Supervisors, and Senior Management and Collaborative Governance under the New Company Law

Abstract

Fiduciary duty, as the core component of fiduciary obligations, essentially regulates conflicts of interest between companies and their directors, supervisors, and senior management, forming an inviolable bottom line in corporate governance. Despite ongoing regulatory enforcement efforts, violations of the fiduciary duty by directors, supervisors, and senior management remain a persistent governance challenge. At its core, this issue stems not only from inherent flaws such as the blurred distinction between fiduciary and duty of care obligations, and unclear definitions of related-party transactions and self-dealing, but also from the failure of accountability mechanisms due to the fragmentation of the legal system. This article focuses on the changes in the connotation of the duty of loyalty under the new Company Law. By deconstructing the current situation, analyzing legislative loopholes, proposing a systematic improvement path, and ultimately constructing an organic unified system of the duty of loyalty based on the substantive norms of the Company Law and the implementation link of procedural coordination.