Liability System Of Directors To Third Party

Director system is the key of corporate governance structure, and liability system of directors is the core of director system. The obligation and liability of directors is heatedly discussed by scholars. However, most scholars just focus on liability of directors to corporation, ignore liability to third party. This phenomenon is related to our Company Law, which also emphasizes liability to corporation, neglects liability to third party. This paper aims on studying liability of directors to third party, to supplement liability system of directors, confine directors' behavior and protect benefits of third party. This paper consists of four parts, about 35000 words, Its abstract is as follows:Part one Summarize of liability system of directors to third party. The part mainly introduces the concept and functions of liability system of directors to third party, analyzes the legal and economic foundations of liability system of directors to third party. The innovation of the part is: the major function of liability system of directors to third party is not to compensate third party, but to guard against directors.Part two Legislation of liability system of directors to third party. The part chiefly introduces three characteristic legislations of liability system of directors to third party, complementary liability legislation-Pattern of Germany, unrealistic related liability legislation- Pattern of France, related liability legislation- Pattern of East Asia, then compares the three legislations. The innovation of the part is: whether the legislation is appropriate or not, is not only judged by legislation itself, but also by adequacy of practice to implementation of legislation. In the end, on the basis of above analyses, we conclude that our nation should choose related liability legislation-East Asia Mode.Part three The elements of liability system of directors to third party. This part principally discusses the nature of liability of directors to third party, and concretely analyzes the elements of liability system of directors to third party, including the choice of legislation, the range of liable directors, the range of third party, subjective element and behavior element. The innovations of the part are: the shareholders belong to third party, and the indirect losses of shareholders are in the protection of the liability system of directors. to third party.Part four The research of liability system of directors to third party in our country. The part chiefly introduces the legislative present situation about director responsibility in our country, and concretely analyzes the relation between Article 153 of Company Law with liability system of directors to third party. The innovation of the part is: author puts forward the revision of Article 153 of Company Law.