Study On Personal Liability Of Corporate Directors To The Third Party

Liability of directors to third party is an important component of the legislation of directors liability in contemporary corporate law. As this institution adapts to the need for the protection of transaction safety, and conduces to protect the interests of third party, so it had been adopted by many countries in their corporate law legislation. For This institution has not been established in the legal system of our country, therefore, on the basis of researching into related theories, this article briefly introduces legislation, device arrangements as well as practices in other countries, which is conducive for the perfection and development of corporate law theory in our country. By using institution review and comparative analysis as the main researching method, the article discusses two primary legislation modes on liability of directors to third party, and concludes that the separation of direct and indirect damage liability in legislation adopted by France, Switzerland and Italy is more reasonable. Secondly, By using the above researching method, the article summed up the many important institutional arrangements, like the legislation object, legal nature, essentials for subject, conduct and result. Finally, by adopting empirical studies and comparative analysis as researching methods, the article analyzes the currently used legal system of the allocation of outside responsibilities between corporate and directors in our country and its theoretical basis, concluding that it is not adapting to the reality, and thus suggests to perfect the related legal system of our country by combining the real situation.