Research On Director's Civil Liabilities

In the world,'Corporate Governance Structure'is a very popular phrase in each country's enterprises in recent years. Especially since 1990, under the direct impact of economy globally, the corporate governance problems are attracting more and more attention. Although there's no uniform opinion on the concept and theory system of corporate governance in our country's academe, consummating director's liability system has been deemed one of the most important manners to perfect the corporate governance in our country. Furthermore, with the transition from'shareholder meeting center'to'Border of Directors center', powers of the directors and Board of Director (BOD hereafter) are expanding. The BOD's extensive powers on the management of the corporate are the precondition for the corporate to conduct management. However, in order to prevent the powers'immoderate expansion of the BOD, protect the interest of creditors and further strengthen the corporate governance, every country generally consolidates director's liabilities. For a long time, the provisions related to the director's civil liabilities in the Company Law of our country are excessively simple, therefore this paper tries to do a systemic research on director's liabilities and do contribution to the construction of the director system.This paper focuses on the director's liabilities. Based on the research on the director's duties, this paper will then do some research on the character of the liability, the conditions to assume the liability, the restriction and exemption of the director's liability. Through the discussion of the successful legislation in foreign countries, the author will try to bring forward her own opinions on the perfection of relating provisions in the Company Law of our country. This paper is divided into four chapters:The first chapter will discuss the director's duty of care and loyalty to the corporate which will serve as the base to study the director's civil liability. The purpose of the director's liability is to punish the director who violates the duty to the corporate, protect the legal interest of the corporate. Therefore it is necessary to introduce the director's duty before discussing the director's liability to the corporate. In this chapter, the author will introduce some theory on the director's duty of care and loyalty in advanced countries. Then, the author will put forward some suggestions to perfect the director's duty in our country.The second chapter will discuss the director's liabilities to the corporate. In this chapter, the author will introduce the character of the liability and categories of liability in foreign countries and our country.In the third chapter, the author will do a systemic research on the director's liabilities to the third party, analyzing the character, composition of the liability and conditions to assume liabilities to the third party in detail.In the fourth chapter, the issues on the restriction and exemption of the director's liabilities will be discussed. During the process to perfect the liability system, it is appropriate to take some measures to protect directors who do damage to the corporate in the negligent management. It is not only up to characteristics of modern companies, but also essential composition to guarantee the health development of the corporate. The author will analyze the issue from four aspects: Business Judgment Rule, Indemnification, Director and Officer Insurance, and Corporate Constitution and interior rules to limit and exempt director's liabilities. At the same time, the author will combine our country's reality with the above four respects to bring forward perfection suggestions.