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On Legal Consequences Caused By Break Of Prohibition Of Business Strife By Directors

Posted on:2007-03-19Degree:MasterType:Thesis
Country:ChinaCandidate:G Q ChenFull Text:PDF
GTID:2166360212477444Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
The right of profits-revoking is different from the right of trade-intervention in terms of content and effect. Different countries also have distinct provisions about the relationship between the right of claiming compensation for damages and right of profits-revoking or trade-intervention. Is the article 149 of Company Law of the People's Republic of China reasonable? What is the relationship between right of profits-revoking in Article 149 and the right of claiming compensation for damages in Article 150? These are the main issues discussed in this paper.In the first chapter, the concept of director is defined. It includes natural person directors and legal person directors who undertake the management of corporate and are responsible for it. Directors are appointed by corporate. Therefore, the number of people liable for compensation are restricted by asking directors who didn't perform the obligation of prohibiting from being engaged in the same business to corporate to take the responsibility of compensation.In the second chapter, the basic content of obligation of prohibiting directors from being engaged in the same business to corporate is analyzed. The prohibition of business strife is a contract liability, not a legal liability. Directors who didn't perform it must take the liability for breach of contract. In the third chapter, ways of taking liability for breach of contract and range of damages to be paid are discussed. At first, we analyze the internal consequences. Directors who break the prohibition have to take liability for breach of contract. Directors'liability for breach of contract shall be in the form of recovering the damages in comply with the principle of equalizing the damages suffered, limited to the performing interests of corporate which corporate would get by realizing its credit. Corporate is entitled to claim the interests of the like business directors work in by treating the like business directors work in as corporate business directors work in. That is the right of trade-intervention. Beyond the right of profit-revoking, corporate also has the right to claim compensation for its other damages. Thus, the right of profit-revoking overlaps the right to claim recovery. And, the right of profit-revoking is embodied in the trade-intervention.Then, the external consequences of directors' unfulfillment of obligation of...
Keywords/Search Tags:Right of Profits-revoking, Right of Trade-intervention, Right of Claiming Compensation for Damages, Appointment Relationship, Liability for Breach of Contract
PDF Full Text Request
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