第二十三條（負責人侵權責任）
- 公司負責人應忠實執行業務並盡善良管理人之注意義務，如有違反致公司受有損害者，負損害賠償責任。
- 公司負責人對於公司業務之執行，如有違反法令致他人受有損害時，對他人應與公司負連帶賠償之責。
- 公司負責人對於違反第一項之規定，為自己或他人為該行為時，股東會得以決議，將該行為之所得視為公司之所得。但自所得產生後逾一年者，不在此限。
美（留意特有風俗民情，不可全數套用於我國）
Fiduciary duty (受託義務):
- duty of loyalty (忠實義務)
- fair process (approval by noninterested directors) or else burden on directors to show entire fairness
- duty of care (
善良管理人之注意義務) - business judgment rule
Duty of loyalty:
- The most important fiduciary duty is the duty of loyalty. The concept is simple: the decision makers within the company should act in the interests of the company, and not in their own interests.
- The easiest way to comply with this duty is not to engage in transactions that involve a conflict of interest. ("self-dealing" transactions)
- Most public companies prefer to obtain approval by noninterested directors, rather than face the challenge of proving entire fairness in court. The most common remedy is damages.
Duty of care:
- They do not have to make sensible decisions. They only have to show up, pay attention, and make a decision that is not completely irrational.
- The doctrine of noninterference is known as the business judgment rule.
- First, courts are bad at second-guessing in hindsight decisions that turned out poorly.
- Second, an investment in a business can turn out badly, for a whole host of reasons. Bad management decisions are only one of these reasons. They are a risk that shareholders knowingly assume.
- Third, some risky decisions will work out wonderfully, while others will work out terribly. If the directors risk being found personally liable for bad outcomes, they will be reluctant to take risks, and we will get fewer really good decisions also. We may not get better decisions on average, just more cautious decisions.
我國公司法繼受歪國人的受託義務，但只有概括性的規定，與實際運作不（盡）相容，成效不彰。
References:
- 經濟部--商工行政法規檢索系統: https://gcis.nat.gov.tw/elaw/query/LawToLC.jsp?LAW_CO=0860625010&ART=23&DASH=0
- The Principal Fiduciary Duties of Boards of Directors: http://www.oecd.org/daf/ca/corporategovernanceprinciples/1872746.pdf
