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Author	Mr Dongjie Jin
Organisation/Institution	University of Macau
Country	MACAU (SAR OF CHINA)
Panel	Corporate Law and Governance
Title	Will the Changes of Corporate Law Enhance Corporate Fiduciary Duties? An Empirical Analysis based on the China’s Judicial Precedents
Abstract	The primary objective of corporate law is to regulate the actions of executives and protect shareholders’ interests. To achieve this, corporate fiduciary duties are established to require executives to act with loyalty and care for the best interest of the company. This doctrine can be originally traced back to the traditional trust law in common law system. However, the relatively vague delineation of these duties and the associated challenges in identifying often provide executives with a channel to evade accountability. In response to these legal uncertainties, successive amendments to corporate law in China have continually refined the accountability framework. For instance, the latest 2023 Corporate Law explicitly distinguishes between duties of loyalty and duties of care and clarifies that any illicit gains by executives must be returned to the company. Despite the duty of loyalty has been clearly defined over time, the core aspects of the duty of care remain less detailed. Regardless of how meticulous the law is crafted, its effectiveness ultimately hinges on its implementation. Even in the U.S., renowned for proactive enforcement, directors face litigation less frequently than one might expect. Hence, this paper will try to compile cases related to executive liability and further analyse the impacts of legal provisions in practice. It aims to assess whether the legal changes could genuinely reinforce the fiduciary duties of executives.
Biography	I am currently pursuing a Ph.D. Programme in Law at the University of Macau. I have obtained a master’s degree (Distinction) from the University of Leeds and a bachelor’s degree from the Shanghai University of Political Science and Law. My research interests focus on corporate law, corporate governance, and the intersection of law and technology. To date, I have published two articles on corporate governance in the Business Law Review: “Crowdfunding: Is It a Double-Edged Sword on Investments?” (DOI: 10.54648/bula2024008) and “Shattering the Fetter of Main Markets on the London Stock Exchange: Is It a Benign Start for the Dual-Class Share Structure in the UK?” (DOI: 10.54648/bula2024019). My Ph.D. thesis examines the ways to reduce legal uncertainty in corporate governance arising from AI technologies. Currently, I am engaging with exploring the optimal share structure for China’s public markets.