On The Liabilities Of Directors

With discarding the centralism of the shareholder's AGM(Annual General Meeting) and advocating the centralism of the directorate, the status of directors extends increasingly. The obligations and liabilities of directors must be improved while their rights extend continuously. It is a pity that the Chinese Company Law did not launch enough emphasis on directors and their liabilities. In order to prevent the functions and powers of directors from being abused, it is necessary to enhance studies on the directors and their liabilities of corporation.This study focuses on some issues such as directors' legal status, directors' obligations and liabilities, limitation and elimination of directorial liabilities, through comparative argumentation on theories and legislations of foreign countries. And it gives some idea on how to promote the consummation of Chinese Company Law. It tries to make some theoretic contribution to the problem of Corporation Governance.There are three parts to discuss the system of director liability in this thesis.The first part outlines the obligations of directors. By a comprehensive study and evaluation of internal and external views of various theories, I define the concept of directors and directors' obligations, discuss the legal status of the directors, and consider that the relationship between directors and companies is a new legal relation. The writer expatiate the two duties' legal connotation by combining the legislation and the practice of foreign country, analysis the deficiency of the present legislation and practice in China.The second part focuses on the basis of the obligations of directors and the director's obligations. The writer classifies the director liability as for company and the third party, and also demonstrates the system of director liability including the character, the constitution, the implementing of it. The third party should not conclude the public.The third chapter pays attention to investigating and fixing director's liability, directors' liability insurance. If interests and rights of shareholders and corporation will be or have been infracted, they may get remedies by such ways as direct suits and derivative suits, and so on. Additionally, for the sake of prompting of director's performance, the liability of director may be limited or discharged under certain condition. And it also demonstrates the insurance of director's liability including the values, the categories, and the elements of it.The fourth chapter attempted to analyze and evaluate the relative items referring to the directors' civil liability in the recently revised Chinese Corporation Law and Security Law, and give some suggestions of legislation to the establishment of the director's civil liability system in the future.