Establishing physicians? duty of loyalty is helpful to facilitate benefit-trust mode of physician-patient relationship.

As such,it is provided in law that directors assume fiduciary duty to the corporation and its shareholders,which mainly includes duty of care and duty of loyalty.

The system of disgorgement is mainly applicable to the insiders’ breach of the duty of loyalty and who to be engaged in the short-swing trading.

We should pay attention to protecting the enterprising spirit of company s directors, as well as strengthen of faithful obligations of company s directors.

In modern corporation law, the principle that company directors assume a fiduciary duty towards the company and the shareholders is already established, on the other hand controlling shareholders have no such fiduciary duty towards the company or the others shareholders, thus raising a problem.

We try to make a legal theory of system analysis to the faithful duty of husband and wife from the law provision,law property,the law value aspect of the history and actuality,hoping to contribute to further research of this problem.

By the way of surveying the two patterns, Law of Corporation should stipulate that the small shareholders enjoy their rights to share their dividents, that the big shareholders carry out their faithful duty for the small ones and that the lawcourts expand their .

The duty of loyalty requests that the board director spares no pains to do his work for the company loyally and justly, cannot make his personal interests conflicted with company s .

The duty of loyalty asks for "doing a good job", the moral request of the trustee, and the duty of care asking for "doing good" is to ensure that the trustee fully displays their professional skills, the premise of seeking maximum benefits for the beneficiary.