The Study On Director's Civil Liability Of The Company

In the structure of modern corporate govemance,the ownership and the power of operating are widespread disjunctive,and the board director's power inflates increasingly.With this cowgirl,the educational circles begin to pay extensive attention to the study on board director's duty and liability.Sorry is,the provision of current ≤corporate law≥ in china is too weak at the board director's civil liability,the lawmaking,such as the board director's liability to the third part,the limitation of the board director's liability and so on,belong to blank still.This article tries to inquiry into the theories and practice about board director's civil liability from the angle of the entity law,in order to provide some consults for the futural modification of ≤corporate law≥in china This article is divided into three parts,roughly 48,000 words.The first part inquiries into the basic theory about the board director taking civil liability.This part includes two aspects:one is director's legal position,the other is the distinction between director's behavior and company's behavior.The former resolves the problem about the nature of director's civil liability,the latter makes us clear who will take the civil liability.concerning about the complexation of the legal relation between directors and company,this article claims no longer work hard to give the legal relation between directors and company a fixed position in traditional private law,but according to the influency to company which produced by director's every kind of legal act,on the different level give the directors an appropriciate certification under different circumstance.When distinguishing the director's behavior and the company's behavior,this article agrees to the view of"earring out the job",and claims that when director breaks the law,the unlegal behavior may not only constitute director's personal fault or corporate fault,may but also constitute the director and the company's common fault.The second part analyzes the basic composing of director's civil liability. This part makes a divided analysis,and systematically inquiries into the director's liability to the third part.This article claims that the director's liability should be divided into two part:one is statutory liability based on the social liability of company,the other is tort liability based on general tort principle.At the same time,point out the direct damageto the third part made by director,may constitute the common fault with the company and undertake joint tort liability.However,when directors make indirect damage to the third part,it is unnesseccery to make directors undertake direct liability to the third part.If nesseccery,we can make directors undertake certain indirect liability by the institution of subrogation.The third part introduces the limitation and insurance of director's civil liability.This part firstly makes an comparative research on the legal theory and lawmaking mode about the limitation of director's civil liability,and tries to set up our country's institution of the limitation of director's civil liability on this basis.After this,this part inquiries into the necessity and possibility of insurance of director's civil liability,tring to moderate the conflict between this insurance and the basic civil theory.