On Directors' Civil Liability For Corporation Creditors

The traditional corporation law, based on the trust and appointmentrelation between directors and a corporation, holds that directors only have anobligation of having good faith to the corporation, and bear the legal liability if theyfail to fulfill the obligation. Therefore, directors take no liability for corporationcreditors' loss caused by the directors' act of duty. The legal liability for the loss is tobe taken by the corporation. However, that directors take no legal liability is quitedisadvantageous to corporation creditors, for it harms their interests. For this reason,the modern corporation law, by creating a series of theories including the theory ofcorporation's business management and the theory of corporation's socialresponsibility, etc., brings forward that directors should also have an obligation ofhaving good faith to corporation creditors, and bear the legal liability for creditors fornonperformance of the obligation. Meanwhile, the modern corporation law goes astep further, it puts forward that directors should also have a obligation of carestipulated in the general law of tort for corporation creditors. Directors, together withthe corporation, should bear the legal liability of tort if they fail to fulfill theobligation of care, thus cause damages to creditors' interests. The Western countries,with the help of a series of prejudications or legal provisions, have established thesystem that directors should bear liability for corporation creditors. Our country's lawis still incomplete in this respect. With the aim to protect the interests of corporationcreditors, the author of the paper uses the relating legal theories and provisions in theWestern countries for reference, probes into theoretical foundation, legal principles,legal nature, component parts and types and other issues that are connected with directors' taking civil liability for corporation creditors. The author puts forward the idea that our country should use the above-mentioned legal system in the Western countries for reference, set up the legal system that directors bear liability for corporation creditors.