Director Indenpendengt Responsibility To The Third Person

In This article author passes the discussion of this system of "director independent responsibility to the third person" correctly, have proved the theoretical foundation of this system in terms of jurisprudence, and has made a try on perfecting the responsibility system of the director of our country. The article has been analysed about the domestic and international legislation about"director independent responsibility to the third person" and respect of practising through relatively studying. Author think , under the perfect condition day by day of the socialist market economy system, operation of company mechanism already corresponding and sound, but "director independent responsibility in third person" system this have no way of mark of looking for nearly on not legislating. While acting as situation that third person's rights and interests , such as shareholder or creditor incurred because of director's malfeasance ,etc. damage, lack law is it cause third person to be rights and interests unable to receive the effective guarantee to support. So set up "director independent responsibility in third person"system is can in shareholders' meeting after in the center doctrine transform into doctrine of thecentre of board of directors early, obligation to restrain a director better and should be defeated by the third person, make the director can't damage the interests of the third person because of on purpose or culpable negligence on the questions of third person's vital interests of some influence directly, thus protect the third person's rights and interests more effectively; Can require that it is rational for the director to deal with company's affairs prudently and legally , and then restrict big shareholder's abuse to company's power , offer more relief ways to them when the director abuses company's power and is harmful to interests of third person at the same time ; Can perfect system design of director further, and through is it disappear independent character of director among the personality relative clear to show out in company to make, make director from shareholder and creditor to supervise , impel director pay attention to behavior legally further, do the proper obligation further to the shareholder and creditor.