Research On The System Of Directors' And Officers' Liability Insurance

Along with the market-economy development and the company system's consummation, the protection of the company shareholders and other stakeholders' benefit receives more and more notice, the aggravation of the directors'civil liability also becomes the inevitable trend of the company legal system's development. Therefore, the directors will face the increasing professional risk. The risk can't be avoided completely, so some system is needed to protect the director, which is the valuable topic in the corporate governance. The Directors' and officers' liability insurance(Abbreviation: D&O liability insurance) generally used in the foreign countries is precisely such one kind of mechanism, which can pass the risk and balance the directors'rights and responsibilities, simultaneously is the system choice under the purpose of consummating the company governance.The unceasing development of the company and economic society in our country also makes the directors to face with the increasing claim risk, which produces need to the directors'responsibility relief system. Developing the D&O liability insurance system is one kind of choice that accommodates the corporate growth rule. The regulation in China has already affirmed the D&O liability insurance. In the practice, first domestic"D&O liability insurance"cooperated by Chinese Safe Insurance Limited liability company and the American insurance group had been promoted in January, 2002.However, because our country's actual condition and the correlation legal regime cannot completely satisfy the D&O liability insurance system's development request, there is certain disparity between the development situation present of the system in our country and anticipated effect. For all this, we cannot give up this system which has the development space, but to explore positively how to construct our country's D&O liability insurance system under the foundation of the overseas'mature concrete system, and reform and consummate exterior system environment to suit the D&O liability insurance system's development. The paper is precisely launches the elaboration based on such mentality.The preface proposes the topic of the paper, points out the significance of the research. On the summary to the domestic and foreign research present, the insufficiency of the past research is discovered, which the paper want to make up for. Then limits to this paper's research scope, and explains the main research methods and the article construction.The main text divides into four chapters.The first chapter analyzes thoroughly the rationale of the D&O liability insurance system, locates the system in the socialization realization of assignment justice, consummating the corporate governance structure, balancing directors'rights and responsibilities and benefit maximization. Then the paper carries on the insurability analysis taking the director's responsibility as the basic point.Second chapter conducts the comparison research on the development course and the concrete system design taking American and Japan's D&O liability insurance system as the main object. Then the paper excavates the produce's and development's characteristic of the D&O liability insurance system, and promulgates the beneficial enlightenment to our country.Third chapter firstly points out the practice difficult position of the D&O liability insurance system in our country, simultaneously analyzes our country's demand to the system, and then completely elaborates the system's development barrier in our country, which indicates the direction for the later elaboration to give suggestions.Fourth chapter firstly carries on the beneficial exploration to the concrete system designs unifying our country's reality constraint condition on the foundation of the preamble comparison research about the overseas D&O liability insurance system. Aiming at the insufficiency of the directors'duty and the responsibility and the legal procedure stipulation which the system depends on, the paper makes some suggestion for consummation.The conclusion part expounds once more that our country has the demand to developing the D&O liability insurance system on the foundation of summarizing the whole text. The paper affirms that along with the thorough research on the D&O liability insurance system and the daily consummation of the system, the D&O liability insurance system could have a good development space in our country.