Study Of System Of Director's Civil Liability

Directors, who are selected by shareholder's meeting and board of supervisors, and in charge of executing corporate affairs or sharing representation, are necessary members of board of directors or necessary standing organ. Directors bear obligation of fiduciary for corporation and shareholders, i.e. duty of loyalty and duty of care. Director's civil liability is a kind of legal consequence which is produced by his breach of statutory obligation and regulation of board of directors and shareholder's meeting in job-related performance, and it is mainly a kind of property liability. System of director's civil liability aims at ,on the one hand, strengthening limitation and supervision of director's performance, and playing active role in shaping mechanism of good corporation governance; on the other hand, being beneficial to protection of legal rights and interests of corporation and shareholders and creditors by means of holding director's compensation for damages. This system lies in center of corporation governance.Content and structure of this article are as follows:The first chapter is named as director's legal nature. This part describes director's legal status, i.e. legal relation between director and corporation, and introduces provision of director's duty of loyalty and duty of care in legislation of Common Law System and Civil Law System. This part lays basis on ascertaining director's civil liability.The second chapter is named as director's civil liability. In the light of subject of right, director's civil liability is composed of two types, i.e. director's civil liability for corporation and director's civil liability for the third part, i.e. shareholders andcreditors. In addition, for the sake of prompting of director's performance, director's civil liability may be restrained or discharged under certain condition or in certain procedure.The third chapter is named as investigating and fixing director's civil liability. If rights and interests of shareholders and corporation will be or have been infringed, they may get remedies by such ways as prohibition of illegal act, direct suits and derivative suits, and so on.The forth chapter is named as perfecting of system of director's civil liability in legislation of our country. In the light of reform of state-owned enterprises and development of securities market and protection of medium and petty shareholders, this part analyzes the necessity of perfecting, and poses some legislative suggestions on existing problems.