董事不得将自己置于与公司利益冲突的地位是董事忠实义务之一,如公司交易与董事出现利益冲突,传统的应对法则是采取严格主义,一概否定该交易,以防止董事损公利己,满足私益。但严格主义过于僵化,无法适应迅猛发展的商业经济,也不利于公司的长远发展。随后,利益冲突交易不再被全盘否定,而交由股东会决定,但股东会的召集不但需要成本,也不利于提高公司决策效率。因此,英国新修订的2006公司法第175条将决定权授予董事会,这一规定虽具有种种缺陷,如受结构性偏见和群体同一性影响而投票支持利益冲突交易,但在其他措施无法替代的情况下,这一新规定在很大程度上仍是公平与效率平衡的体现。 Directors should not put themselves in the position of conflict with the interests of the company is one of the directors’s fidelity obligations, such as corporate transactions and directors appear conflicts of interest, the traditional response rule is to adopt strictism, denied the transaction to prevent the directors from doing harm to their own interests, to meet Private benefit. However, rigidism is too rigid, unable to adapt to the rapid development of the commercial economy, is not conducive to the company’s long-term development. Subsequently, the conflict of interest transaction is no longer negated but decided by the shareholders ’meeting. However, the convening of the shareholders’ meeting requires not only the cost but also the improvement of the company’s decision-making efficiency. Thus, Section 175 of the 2006 Corporations Act, newly amended in the United Kingdom, gives the Board of Directors the power to make decisions. Although this provision has drawbacks such as voting for conflict of interest transactions under the influence of structural prejudices and group identities, it can not be replaced by other measures In the circumstances, this new provision will still largely reflect the balance between fairness and efficiency.