文档介绍：Fiduciary Duty in Transitional Civil Law
Jurisdictions
Lessons from the plete Law Theory
Law Working Paper N°. 01/2002 Katharina Pistor
Columbia Law School
October 2002
Chenggang Xu
London School of Economics & Political Science
(LSE) and CEPR
© Katharina Pistor and Chenggang Xu 2002. All
rights reserved. Short sections of text, not to exceed
two paragraphs, may be quoted without explicit per-
mission provided that full credit, including © notice,
is given to the source.
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ECGI Working Paper Series in Law
Fiduciary Duty in Transitional Civil Law Jurisdictions
Lessons from the plete Law Theory*
Working Paper N°. 01/2002
October 2002
Katharina Pistor
Chenggang Xu
*We are indebted to Dimitri Gavriline, Moscow (Russia), and Professor Stanislaw Soltysinski,
Warsaw (Poland) for locating relevant case law. We would also like to thank participants at the
authors’ workshop and the conference on “Global Markets, Domestic Institutions: Corporate Law
and Governance in a New Era of Cross-Border Deals” held at Columbia Law School in October
2001 and April 2002 respectively. Special thanks to mentator at the conference, Reinier
Kraakman, and to the participants at the seminar on Politics, Law and Development and NYU Law
School, in particular to the chair of that seminar, Lewis Kornhauser. All remaining errors are those
of the authors.
© Katharina Pistor and Chenggang Xu 2002. All rights reserved. Short sections of text, not to exceed
two paragraphs, may be quoted without explicit permission provided that full credit, including ©
notice, is given to the source.
Abstract
In Anglo-American law, fi duciary duty is the core legal concept to address confl icts
among directors/managers and shareholders. The concept is developed and constantly
refi ned by courts in the process of adjudication. By contrast, most civil law jurisdictions,
in