Research On Director's Civil Liabilities To Company

In the modern management organization of the company, the ownership and the power of operation are widespread disjunctive, and the establishment of centralization of board of directors results in the power growth of directors and board of directors. So the system of director's liability has become the center of company organization. How to make the directors to fulfill their duties and obligations for the best profit of company, and not to abuse the power that the law and company by-laws grant in their management needs the perfect system of director's liabilities to guarantee. The system of director's civil liabilities is the important part of the director's liability system, which can't be succedaneous in the company organization comparing the criminal liability and the administration liability. The director's civil liabilities has been well-defined in the new Company Law in China, but the definition are too simple and lack of system and manipuility. Even more it is still blank about the limitations and eliminatations of the board director's liabilities. This thesis carefully analyzes the duties and liabilities of the directors' by the combination of the basic theory and revision and the shortage of the new Company Law in China and provides some suggestions on the realization and the limitations of the liabilities. This research is benefit for the construction of the more effective corporation management mechanism.This thesis includes three parts besides the preface .The first part analyses the theory basis of director's civil liabilities to company, which includes the director's definition, the legal relationship between director and company, and director's duties.The second part is about the director's civil liabilities to company, which talks about the liability's character, constitution, under which situations to take the responsibility and how to realize.The last part probes into the limitations of director's liabilities. This part mainly discusses the general limitations of director's liabilities , the business judgement rules and insurance against director's liabilities, and then proposes some legislative suggestions to improve the system.