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公司的公益性捐赠值得鼓励与支持,但因实施过度的捐赠而给公司利益造成损失的董事应承担责任。通过考察美国、日本的判例及学说得知,由于捐赠并非经营性行为,适用于判断违反忠实义务的公正标准与判断违反注意义务的经营判断原则并不适合于审查捐赠行为,而是要适用合理性标准。而合理性标准包括金额的合理与目的的合理。判断金额的合理,除应考虑公司的利润、资产等经济状况外,还应结合捐赠的目的进行综合判断。
Corporate donations are worth encouragement and support. However, directors who have caused losses to the company’s interests due to excessive donations should bear the responsibility. By examining the jurisprudence and doctrine of the United States and Japan, it is known that since the donation is not a business operation, the principles of business judgment applicable to the judgment of breach of duty of loyalty and the judgment of breach of duty of care are not suitable for examining the donation act, Sexual criteria. The reasonableness of the standard, including the amount of reasonable and purpose reasonable. Judgment of the amount of reasonable, in addition to considering the company’s profits, assets and other economic conditions, but also should be combined with the purpose of making a comprehensive judgment.