Studies On Trustee's Civil Liabilities

Company has become the pillar of the world's economic operation and has played an increasingly important role in the national socio-economic development. Thus the improvement of corporate governance structure has been widespread concerned by academics. With the separation of ownership and management, "Board center" becomes the developing trend to improve the corporate governance structure. The direct impact of "Board center" is the expanding power of the Board and directors,but the power of the General Assembly of shareholders continues weakening. This pattern highlights various ills continuously in operation. When a director masters the decision-making powers and his own interests contrary to the interests of the company, if not to be limited and constrained, it will inevitably lead to high operating costs, and even damage the interests of company, shareholders or creditors.Researching the civil liability of directors should, firstly, make clear the relationship between companies and directors and directors' legal nature, that's mean, their legal status.Only in this way, can grasp other issues derived from them. For the legal status of directors, the Civil Law and the Common Law hold different viewpoints. Referring to the foundational theory of the two schools of law and the basis of our country's conditions, the author believes that the doctrine of representatives, not the doctrine of agency, is more suitable for China's actual conditions, for in civil law, the doctrine of agency is not comprehensive and it does not distinguish between commercial agent and civil agent, so the doctrine of agency lacks solid legal basis.Secondly, we must make clear the civil obligations committed by directors. Despite there are different views in the two schools of law, they are generally considered including two basic areas of obligations, that's mean, attention obligations and faith obligations. The substance of attention obligations is to judge whether a director confirms to fidelity standards when director and company do not have a conflict of interest; faith obligations emphasize director's choice of values when the director's relevant interests and the interests of the company conflict with each other. The other statutory obligations assumed by directors have their own inner reasons to exist and should not be overlooked in study.Director's and Board's decision making is directly related to the interests of shareholders and company, so the civil liability of director should be clearly legislated. When director misconducts or fails to perform or fulfill his duties and causes damage to related interests, if there is no exception, he should bear the legal requirements. The civil liability of director includes two major aspects, those to company and those to a third person, and this paper describes extensively the relevant legal issues.The perfection of theory ultimately needs to legislate in order to be effective, and only by constantly improving legislation and refinement rules can really strengthen the civil liability of directors and protect the interests of the relevant. In the end, the paper puts forward related legislative proposals on how to strengthen director's duties and responsibilities.