Research On The Formation Of The Obligation Of Superior Manager To The Corperate Creditor

Along with the development of society and economy, the company system is constantly changing, the most remarkable one is the convertion of the managing centrum from board of share holders to board of directors and managers, which is not only obtained commonplace by scholastic, but also experienced by the ordinary people. In the actual life, people's congnition about a company, especially the famous company, often connect with high manager of it. For example, we will naturally connect the Wanke,Hair and Taobao with Wangshi,Zhangruimin and Mayun. So it will not be difficult for us to realize that the high managers can bring great influence to the company. Certainly, the convertion in the Corperation Law was produced by so many element such as economic development,expansion of the company scale,scatter of stock right and specialization of company managing, which meet the demand of modern company management. On the one hand, the specialization management of the company offers efficient managing model, but on the other hand, the separation of proprietary rights and the power of operation leads to the expansion of the power of director,supervisor and higher manager, which, will easily leads to abuse of their power and thus damages of the interest of company,stock holders,creditor and other bodies. It is more dangerous for those creditors who did not anticipate the operation of company. Therefore, how to construct the obligation and responsibility of superior manager to the corporate creditor seems more important and urgent.This paper can be divided into three chapters. The first chapter focus on the theoretical basis of the responsibilities undertaking of superior manager to creditors. This chapter illustrated it from three aspects. Firstly, we analyzed the limitations of the protection in the modern company managing model to the creditors.We also analyzed systematic design of interest balance by the cooperation law to stakeholders of company interest and finally found that it can not protected the creditor's interests effectively and we need to introduce the system. In the second chapter, we discriminated the content of creditor obligation and the responsibilities characteristic of superior manager. We found that people deem that the responsibilities which superior manager need to burden can be divided into two aspects, duty of good faith and duty of care. So we introduce the conception of duty of good faith and duty of care and the concret content of the obligation the superior manager should burden in the part one in this chapter. We also analyzed the characteristic of the damage compensation that superior manager should burden to creditors and concluded that it should be distinguished by different situation, which can be reduced to general tort responsibility and special statutory responsibility. We constructed the superior manager's responsibility to creditors, put forward several problems we need to solve and suggested that we should limit the preposition procedure,right as principal and so on using Shareholder Derivative Litigation for reference.