A Study Of Company Directors' Civil Liabilities

Company is the important market subject formed by people and property in accordance with law and it stands in very important position in modern market economy. With the establishment of socialist market economy system in China, the system of company has become the goal mode of establishing a modern enterprise system already. The board of directors is the important organ of company, which has extensive power to manage the company. How to make the directors to fulfill their duties and obligations and not to abuse the power that the law and corporation by-laws grant in their management needs the perfect system of director's liabilities to guarantee. The system of director's civil liabilities is the important component of director's responsibility system. There are some provisions in Chinese company law to regulate director's civil liabilities, but from overall points of view, the system of director's civil liabilities is imperfect and the maneuverability of civil remedy is not satisfactory. Furthermore, the theoretical researches and practical experiences are insufficient. So it is necessary to make overall and systematic researches into the director's civil liabilities. Firstly, the article sets out from constructing the conceptions of the director's civil liabilities. It elucidates director's legal status, the change of western company law from centralism of shareholders' meeting to that of board of directors, the situations of directors' power expansion in China, the necessity of strengthening director's civil liabilities and the functions of the liabilities. Secondly, the director's civil liability to company is discussed, including the director's duties, the nature ofliability and the constitutive requirements and the investigation of the liability in lawsuit. The duties that make the directors be liable should be perfected and the shareholders' representative action should be established. Finally, the article surveys the system of director's civil liability to the third party in civil law and company law of some countries and Taiwan, then makes a comparative analysis to the constitutive requirements of the liability, expounds the jurisprudential foundations and finally puts forward some legislative suggestions to establish the system of director's liability to the third party.