Research On Independent Directors' Civil Liability

The regime of Independent Director is a regime of the corporate governance of U.S. and U.K., which used by China to strengthen Chinese listed corporation governance. Up to now, most of the research about this regime in our country is on it's necessity and independence, while discussion about Independent Director's legal liability, especially it's civil liability in our country is rather rare. In this thesis, the author is going to begin with the analyse about the Lu Jiahow V. China Securities Regulatory Commission, then continue with the necessity and possibility of strengthening Independent Director's civil liability in China, and it's responsibility and legal obligation, and the most important of all, it's civil liability. Also, there will be some brief references to some protective and compensative measures to Independent Director, and the relevant prosecution problem.There are three major chapters except the prelude in this thesis. In the prelude, there is a brief introduce about the regime of Independent Director, including it's concept, history and function.The first chapter is the analysis about the Lu Jiahow V. China Securities Regulatory Commission, from which we get a conclusion that the strengthening of Independent Director's civil liability in China is not only rather necessary but also quite possible.The content of Chapter â…¡ is analysis about the legal statue of Independent Director in listed company, in order to make it more clearer, the author also makes some comparison about the function between the Independent Director and the non-independent director, as well as the board of supervisors.Chapterâ…¢ is the most important one of this thesis, and there are three parts init: Part one is the analysis of the Independent Director's duty of care and the relevant civil liability; the second part is about duty of loyalty and the relevant civil liability; the third part is the analysis of two kinds of trend in the world: strengthen or relieve corporation's directors' legal liability. Then the author makes the conclusion that in order to balance the justice and commercial efficiency, we should not only strengthen the Independent Director's legal responsibility, but also protect their lawful right and provide them compensation for the stern legal liability.This thesis emphasizes the characteristics of. the Independent Director's legal duty and obligation because of the differences between them and those non-non-independent directors in the listed company.