Research On Directors' Duties And Civil Liabilities To Corporation

The board of directors is the key corporate organ in corporate governance structures which has the power of the management of corporation. As the expanding of directors ' and board of directors' rights and power , the corresponding duties and liabilities must be strengthened in order to prevent the corporation and shareholders' legal benefits from being spoiled by their misuse of authority.In the first section, with the analysis on the generation of directors' duties and liabilities at the beginning of this section, the author puts forward that the legal relationship between the directors and the corporation is the basis for the generation of directors' duties and liabilities. In the second section, the author points out the directors' duties of care and the duties of loyalty are the fundamental principles of their managerial performance and the basic contents of directors' duties. On the basis of the study on the reference of overseas legislation examples, the directors' duties of care and the directors' duties of loyalty are discussed comprehensively and systematically in the thesis . Then, it is pointed out that the domestic corporation legislation on the directors' duties is imperfect, especially on the directors' duties of care, which are always inappropriate, or even ignored, therefore, it is practically significant to improve the legislation on directors' duties. Finally some legislation suggestions on this issue are proposed in the thesis, which are expected to be beneficial to the amendment on corporation law. In the last section, the civil liability of the violation of directors' duties isdiscussed form five aspects. On the basis of the study on the reference of overseas corresponding legislation, the author proposes some suggestions to improve the legislation of directors' civil liabilities in our corporation law.