On The Civil Obligations And Liabilities Of The Directors

The establishment of centralization of board of directors in the modern companies results in the power growth of directors and board of directors. To prevent the directors from misusing their authority and to pretect the legitimate rights and interests .of the company and third person, many detailed and pragmatic legal rules for obligations and liabilities of directors have been worked out in many countries, which is still a considerable problem in the company legislation in China. It should be an important matter in the study and revise of our company laws to improve the system of director obligations and liabilities in the light of actual situations.By analyzing the root of directors obligations and liabilities, This thesis reviews the important oversea legal rules of director obligations and liabilities with comparative study method and vestigates the oversights and value orientation of our correlative laws and rules. With these understandings some suggestions were put forward to consummate the obligations and liabilities of directors of our company legislation.The director obligations and liabilities, strengthening it relied on the "centralization of board of directors" in the power assignment of modern company, originated from a special fiduciary relationship between directors and company.The director's obligations to his company include two aspects: obligation of attention and loyalty. Some matters in the oversea legal, such as the criterions of obligation of attention, business judgement rule, obligation restriction and exemption when violating obligation of attention, the basic self-dealing, the corporate opportunity doctrine , non-competing rule have be researched in this paper, which has a referential significance to our company law.The civil liabilities that the directors should bear include the liabilities to company and to third person in terms of respective object. This paper putsforward its viewpoint on the body, characters, composing elements of liability that the director should answer for his company, and the reasons, characters, composing elements of liability that the director should bear for third person. Positive claims of the director's obligations of attention and loyalty are not provided, however, considerable defects in negative rules of obligations of loyalty exist in our company law. Some suggestions, which are as follows: (1) to increase the regulations about obligation of attention;(2) to regulate the self-dealing effectively; (3) to forbid usurping the opportunity the company has got early;(4) to increase the obligations of directors' keeping commercial secrets and forbidding to compete with one's own company in the same interest in any other companies after ending the bargain, the obligations that directors should fulfill automatically after ending the bargain;(5) to consummate the system of company interposition right; (6) to establish and consummate the right of litigation of shareholders, were put forward to bring the obligations and liabilities of directors of our company legislation to completion tentatively.