Liability Of Directors To Creditors Of Corporation

As important subject of the market, corporation plays an important role in modern market economy. With the establishment of'directorate -centrism', power of board of administration and directors expand continuously. There are three subjects in modern corporate system: corporation, shareholder and creditors of corporation. Unification of interests of three subjects promotes development of the corporation harmoniously. As the third party, creditors of corporation whose interests are protected incarnate the spirit of modern corporation law. Directors and the creditors of corporation have no direct relationship; they carried out through an intermediary company link. Directors have a major impact on the realization of the interests of creditors. Therefore, directors should be held responsible when they violate the duty to creditors of corporation .Foreign legislations provide the duty of directors to protect the interests of creditors of corporation generally, but Chinese Corporation Law lack correlative criterion in this aspect. It is necessary to study the directors'liability to creditors of corporation comprehensively and systematically. This paper starts from the analysis of why the directors'liability to creditors of corporation, and clarifies the nature and composition of directors liability to the corporation's creditors. Secondly, this paper resolves the relationship between the corporate liability and the directors'liability. Finally, this paper discusses the specific reason of Chinese directors liability to company's creditors.The article analyzes the actual law of directors'liability to creditors on the introduction, and discusses the necessity of the liability to creditors of corporation. This paper is generalized in the conclusions. This article is composed of four chapters. On the basis of analysis in rationality about the liability of directors to creditors of corporation, this paper clarifies that the nature of the directors'liability to corporation's creditor is liabilities for infringement, and summarizes that the composing of directors'liability to corporation's creditors. This paper analyzes the relationship between the liability of directors and liability of corporate, and distributes specific liability. Finally, crossing the reference from foreign legislation, this paper suggests specific reasons in the directors'liability to corporation's creditors.The first chapter is proving about directors'liability to corporation's creditors. Firstly, it is proved that the rationality of directors'liability to corporation's creditor from nomology. As directors predominating interest of the creditors of corporation, directors have an indirect obligation to the creditors of corporation. Violation of this obligation, directors must bear the secondary violation of obligations -- liability. At the same time, this paper proves the legitimacy of directors'liability to corporation's creditor basing on the theoretical reflection of the corporation authorities. Corporation directors organs theory is the legal basis of directors'liability to corporation's creditors. Secondly, this paper analyzes the rationality of directors'liability to corporation's creditors from an economic point of view. Crossing to corporate management theory, the corporation financial theory and the theoretical analysis of market impact, this paper proves that the rationality of directors'liability to corporation's creditors. Finally, this paper proves the rationality of directors'liability to corporation's creditors from the need of the reality.The second Chapter is the study about noumenon of directors'liability to corporation's creditors. Firstly, it analyzes the nature of the directors'liability to corporation's creditor. This paper educes the conclusions in evaluating different theories. This paper clarifies that the nature of the directors'liability to corporation's creditors is liabilities for infringement. Secondly, this paper analyzes the composition of directors'liability to the corporation's creditors. This part includes the subject of the liability, subjective elements of the liability and objective elements of the liability. Finally, this article discusses the excluding which directors don't undertake liability from the subjective attitude.The third chapter is the analysis of the relationship between the liability of directors and the liability of corporation. In practice, the two can be confused easily. Thus, it is necessary prerequisite to solve this problem. In this paper, started with an analysis whether company have the ability to tort. In the next place, this paper clarifies the specific commitment of both sides.The last chapter is research about specific reason of directors'liability to corporation's creditors. Aiming at legislation in China, firstly, it analyzes the reasons of directors'liability to corporation's creditors when corporation is managed normally. It suggests that directors undertake liability to corporation's creditors on the violation duty of loyalty and duty of care, stating phonily. Secondly, it analyzes the reasons of the directors'liability to corporation's creditors when corporation enters bankruptcy proceedings.