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The purpose of this paper is to demonstrate how Confucianism can be applied in the areas that are now governed by company law in the common law system and how it can play a role in improving corporate governance. A gentleman in the context of Confucianism tends to be inclusive and broad-minded in embracing the interest of different stakeholders. In fact, he will balance the interests of shareholders and other stakeholders if there is any inherent conflict and try to achieve a win-win situation. Ultimately, he will run the company not just for profit-making but for social justice and commitment.

The authors examine the leading cases in Hong Kong and the United Kingdom about the law of fiduciary duty and the duty of care and its relationship with Confucianism. In this respect, we review the teachings of the traditional Confucian texts and use Confucianism to fill in the gap where common law rules cannot reach. In addition, we adopt a comparative study approach in examining the law of directors’ duties in Hong Kong, China and the United Kingdom.

It can be seen that the concept of fiduciary duty and duty of care is quite complicated and evolving and always subject to the interpretations of the court from time to time. For fiduciary duty, the term itself is quite conceptual and not immediately available to the general public. But loyalty in the context of Confucianism is a very lively and down-to-earth moral principle. Besides, fiduciary duty is imposed from outside, where directors had no choice but to accept. But loyalty in the context of Confucianism is something inherent and something from within. It is a moral principle that if you deeply understand the meaning of it, you will automatically accept it as a good virtue and your conduct will naturally be guided by such a principle. Confucianism can thereby be used to fill the gap where rules and regulations cannot reach. Confucian business ethics and common law rule should be complementary to each other in the development of a Chinese corporate governance system.

This paper is the first of its kind in discussing the relationship between the law of directors’ duties and Confucianism. It argues that Confucianism plays a crucial role in guiding the behavior of the directors and can supplement the abstract principles of directors’ duties in the context of a Chinese corporate governance system.

This paper reports findings of a study designed to test a hypothesized relationship between generalized values of loyalty and duty; individual and organization value congruency; and organizational commitment offered by Yoash Wiener. He argued that, “a fullerexplanation of individual behavior in an organization requires a consideration of effect of generalized values of loyalty and duty.” These generalized values are considered to be a person’s predisposition or internalized normative pressure to be committed to institutions such as family, friends, country, and work organization as a result of primary socialization with a culture that places premium on loyalty to institu‐tions or organizations (Wiener 1982).While the results show some evidence to support existence of generalized value of loyalty and duty among employees, it did not, for the most part, significantly correlate with measures of organizational commitment.Measures of value congruency, however, were found to significantly correlate with those of organizational commitment. The conclusion that primary cultural socialization should be considered in employee selection process (even though illegal) for the purpose of identifying and selecting individuals who are generally predisposed to commit to organizations, is not supported.

The purpose of this paper is to examine the recent codification of the duties of nominee directors in Malaysia.

Comparative law and legal theory.

The paper finds that the Malaysian approach to the duties of nominee directors is overly prescriptive and inconsistent with commercial reality.

A review of the law on the duties of nominee directors in Malaysia is called for.

This paper highlights the need for clear law reform objectives and made comparisons of the law across jurisdictions.

Currently, in China, the governance structure of modern companies gives directors great powers to pursue profits. However, little attention is paid to the undertaking of corporate philanthropic activities. Therefore, rules on directors’ behavior in terms of corporate philanthropy are urgently needed to resolve the conflict between philanthropy and profits. This paper aims to discuss the main purpose of corporate philanthropy behavior in China, namely, the promotion of the company, and to analyze the theoretical mechanism for placing restrictions on directors’ behavior. The concepts and details of directors’ duty of loyalty and duty of diligence are also discussed.

The paper addresses the theoretical framework for the restriction of director behavior in corporate philanthropy in China, explains the legal dilemma for the current situation and analyzes the problems associated with the determination of board directors’ behavior.

It is concluded that board members should give priority to their duty of loyalty and comply with their faithful obligations in corporate philanthropy. They should also fulfill their diligence obligations and not cause inconvenience and trouble for the company.

Corporate philanthropy is well known as a beneficial activity to both the company and society. It not only helps to establish a good image of the company, which is in line with the interests of the shareholders and creditors, but also contributes to the development of social welfare. It is a topic worthy of deep discussion.

It is still very difficult to establish non-profit organizations because of stringent conditions on registration, organization and funding in China. Therefore, there are a limited number of independent non-governmental charitable organizations in China. Most charitable organizations have charitable expertise and government ties. Corporate philanthropy is a problem closely related to governmental administration and legal system renovation.

Recently, a young girl related to the Red Cross Society of China was found guilty and arrested. This scandal has made people lose their confidence in philanthropy and has caused another round of intense discussion online. Corporate philanthropy is the focus of criticism because individuals with power gain benefits by taking advantage of their position. It is a very challenging issue for the Chinese society as to how to restore the reputation of philanthropy.

This paper points out the weakness in the current legal system as a restrictive mechanism to supervise the board directors’ behaviors in China. It analyzes the corporate philanthropy issue from the national level and highlights the significance of supervising governmental administration and corporate management through the improvement of the legal system.

The purpose of this paper is to investigate how government employees perceive and react to limits on their right to express public dissent about their employer. Within the context of Canada's federal workplaces, this two‐part project sought first to analyse and clarify the nature of complex government rules on dissent, and then to explore federal employees' understanding of those rules, and the balance between the duty of loyalty owed to their employer, and their protected rights as citizens to criticize their government. The goal was to contribute to further research and improve professional practice within the federal public service in addressing employee dissent.

This research is qualitative and exploratory. Documentary and literature analysis was conducted to review Canada's laws, policies and guidelines. These were critically analysed for consistency with each other, and with their stated objectives. Employee views and perceptions were collected through a focus group of communications employees, and three in‐depth interviews. Interviews and focus group results were analysed by inference to explore employee perceptions of their duties and rights, and the authority on which their perceptions are based.

Results indicate that respondents base decisions about employee dissent on unconsciously internalized organizational values. Formal policy, training, or legal consequences had less influence on dissent than organizational culture, employee experience, and perceived career and relationship risks. Respondents valued their right to dissent, but were willing to yield it to honour a voluntary moral contract to support a higher cause (public service). The implications are that traditional theories that view employee dissent as largely self‐interested may be less relevant when employees perceive the organization's goals to be value‐driven, and that employee dissent can be minimized by promoting a value‐based organizational culture.

This paper's findings suggest that organizations might better manage reputation and minimize external employee dissent by focussing on communications that foster a value‐driven organizational culture, rather than by implementing formal limits or policies to control dissent.

This paper offers policy analysis that fulfills an identified gap in knowledge in terms of general day‐to‐day practise when it comes to advising Canada's federal employees regarding their rights and responsibilities, and offers some challenges to traditional theories that suggest employee choices regarding dissent are primarily based on individual self‐interest or self‐actualization.

Principal-agency theory was adapted from business and economics to explain the behavior of various government actors. Yet the idea of an agent and a principal is only depicted in a limited fashion when discussed in light of the realm of business and economics. Legal studies has grappled with the idea of agency well before political science or economics. I lay out the basic principles of both agency law and Congressional principal-agent theory. I then establish the groundwork for drawing important connections between agency law and principal-agency theory. I also analyze and attempt to ameliorate differences between these two theoretical approaches.

Although the concept of duty has a historic and philosophical foundations dating back to Aristotle, there is very little theory and research in this area of scientific inquiry. In an effort to address this lack of scholarship, a theoretical foundation and a model are presented that clearly delineate the construct of duty, and the nature of its development within an individual-organization relationship. Using social exchange theory and the three-component model of organizational commitment as the conceptual foundations, the proposed duty development model explains the individual-level antecedents and the phases of commitment that individuals may progress through during their tenure in an organization. The various types of exchanges and transactions inherent in the social exchange theory provide the basis for each phase of commitment individuals experience. It is proposed that certain antecedents make individuals more likely to form a sense of duty toward an organization, but the development of this type of relationship requires an organization to focus on commitment building efforts, such as perceived organizational support and organizational culture. Contributions to theory and research, organizational implications, and directions for future research are discussed.

Considers the nature of the modern corporate structure and the divorce of ownership from control. Discusses the board’s role versus the management’s role. Looks at hiring and appointing. Covers specific responsibilities of corporate executives and compares this with the role of corporate officers. Addresses the duty of loyalty and the duty of care. Provides some guidelines for performance of duties by boards and officers. Suggests some initiatives which can build the effectiveness of the board of directors.

The purpose of this paper is to assess the application of the nascent corporate opportunity doctrine in China by comparison with its well-established English counterpart; in particular, it evaluates whether the fine balance between business integrity and business efficiency has been struck.

It is argued that the scope of application of the corporate opportunity doctrine in China should be extended, and the rules on the burden of proof should be amended. Moreover, a stricter approach should be adopted by the Chinese judiciary for the purpose of protecting the company’s interests and enhancing business integrity.

This paper mainly focuses on the corporate opportunity doctrine. It does not discuss other duties of directors in detail.

It is useful for directors in balancing business integrity and business efficiency.

It is an original piece of work which assesses the corporate opportunity doctrine by making comparison with English law.

The article analyses the findings of the Court in the Arch Cru case relating to manager fiduciary duties under English law and conflicts of interest compliance failings.

This article summarises the Arch Cru case with a focus on fiduciary duties and practical compliance suggestions for conflicts of interest situations.

The article addresses in particular the novelty of the fiduciary duty finding in the Arch Cru case and the justifiable concerns that compliance officers may have going forward given the nature of the regulatory enforcement approach taken by the FCA.

The article highlights the nature of the fiduciary obligations owed by managers under English law together with a brief analysis of the causes of action for breach of fiduciary duty and the linkage to regulatory compliance obligations.

The article is of value to investment managers, their compliance officers and general counsel where the manager provides investment management services under English law because it provides insight into the nature of investment manager fiduciary duties under English law and the impact of breaching those duties in a conflicts of interest scenario.