Independent Directors' Opposition, Earnings Management and the Risk of Stock Price Crash

Abstract

The purpose of this paper is to analyze the legal practice and theoretical basis of the implied secrecy clause in the United States, and to explore the domestic development of the implied secrecy obligation in our country. Based on this, this article uses the American case and law to establish the standard to judge whether our country's counterpart undertakes the implied confidentiality obligation. First of all, the first part of this article summarizes the existing legal framework of our country on the obligation of implied confidentiality and its challenges in judicial practice, and summarizes the views of the academic community on this issue. By combing the current situation of legislation, analyzing the problems in judicial practice, and studying the opinions of academic circles, this paper proposes that the implied obligation of confidentiality in the field of trade secrets should be affirmed clearly. Secondly, the second part of the comparative law perspective, a comparative analysis of the common law system and the civil law system on the implied provisions of the different theories, so as to provide theoretical support for our country to learn from the experience of the  and the United States. Finally, the third part from the legislative basis, judicial practice and practical needs of the three dimensions, demonstrated the application of implied confidentiality obligations of the rationality and necessity, it further strengthens the importance of implied secrecy obligation in legal practice.