The Response Path to the Implementation of Corporate Social Responsibility Provisions in the Company Law
After the revision of China's Company Law in 2023,an"upgraded version"of the corporate social responsibility clause was introduced.Article 20 of it uses terms such as"should"and"fully consider",which brings ambiguity and implementation difficulties.But this clause does not force companies to actively pursue the interests of stakeholders and the public interes,but to prevent companies from harming the interests of stakeholders and the public interest in the process of pursuing profits.The legislative purpose is to ensure that companies bear legal responsibility and guide them to assume moral responsibility.Directors and other management personnel are responsible for the interests of the company,but maintaining the interests of stakeholders and the public interest is necessary to promote the long-term profitability of the company.This is a requirement for directors and other management personnel to make reasonable decisions and is part of their diligent obligations.The commercial judgment rules should be applied to determine whether the directors and other management have fulfilled their diligent obligations to reasonably consider the interests of stakeholders and the public interest in the process of corporate governance.When the resolutions of the company's shareholders'meeting and board of directors violate the interests of stakeholders or public interests,the parties whose rights have been harmed should be granted the right to file a lawsuit to confirm the invalidity of the resolution,and the social responsibility at the legal level should be included in judicial review.
corporate social responsibilitycompany objectivesdirector's obligationsjudicialization
NETL
NSTL
万方数据
