Abstract: Corporate interests are neither the interests of shareholders nor the sum of the interests of stakeholders, but consistent with "the interests of long-term shareholders" or "shareholders’ long-term interests". However, "long-term" can only be compared but not be determined, and therefore is not an accurate legal expression. The legal characteristics that distinguish a corporation from other forms of commercial organization are permanent existence and share capital lock-up. In a more precise sense, the "long-term" in the aforementioned definition should be interpreted as "permanent ", and the essence of corporate interests is "the interests of presumed permanent shareholders". According to this definition, the diligent performance of their duties by directors in the interests of the company means that they should put emphasis on taking long-term considerations for the interests of presumed permanent shareholders, rather than shortsightedly serving the interests of specific shareholders or stakeholders. Taking the maximization of the corporate interests as their goal, corporate governance rules should follow the underlying logic of avoiding the offsetting of the interests of presumed permanent shareholders by immediate interests, provide institutional incentives for chairpersons of boards of directors to make long-term decisions, calibrate the normative connotation of fiduciary obligations, and simultaneously improve both the damages system and the disgorgement system as the relief for the harm to corporate interests caused by directors. 

Keywords: corporate interests; stakeholders; presumed permanent shareholder; corporate governance; directors' responsibilities 

Author: Tang Linyao, associate research fellow, Institute of Law, Chinese Academy of Social Sciences. 

Source: 2 (2025) Tsinghua Law Journal.