The Duties Of Company Directors And Protect The Company Creditors

Governs the structure along with the company from "the shareholder meeting center principle" to "the board of directors center principle "the transformation, director of corporations' authority rapid inflation, while brings the high efficiency, also causes the company creditor's benefit to receive from the director authority enormous hreat. The company creditors took in the company law an important benefit main body, its rights and interests must receive legal the protection. But the existing law the protection which provides to the company creditors is not very minute, causes the company creditors to avoid the harm with difficulty which the director illegal activity creates. This article mainly profited from the English America legal system vertical legal regulation to carry on the analysis, thought the director undertook the duty to the company creditor is protects the company creditor benefit to take stopgap measures the horse whip, Further was clear about the director in this foundation the voluntary nature which undertook to the company creditor, the director to the company creditor has undertaken what kind of voluntary, this kind of voluntary behavior standard as well as violates the voluntary the civil liability, finally was consummating the director duty to our country company law to strengthen the company creditor benefit protection aspect to propose several opinions. Thought director the attention duty which undertakes to the company creditors is one kind of direct duty, although has stipulated the director in the English America and mainland legal system some countries to the company creditor's duty, but mostly thought this kind of duty is one kind of indirect duty, when director not pawnshop for harm company creditor benefit, the creditor only can request the company undertakes the responsibility or requested the company files the lawsuit to the director creditor's rights and interests can not obtain the effective relief. Therefore, in order to fundamentally protects creditor's benefit, the director must undertake the direct duty to the company creditors, the director undertakes the joint and several liability to its violation behavior and the company, the company creditor receives the violation when its rights and interests enjoys directly files the lawsuit the right.The this article first part in carries on the general analysis to the director duty in the foundation, had to undertake the civil obligation rationale to the director to the company creditor to carry on the discussion, and profited from the English America legal system the correlation to set up the legal regulation to analyze the English America country director to undertake the voluntary historical evolution to the company creditor, thus for further discussed the director to undertake what kind of duty to the company creditor to lay the rationale.The this article second part first proposed own viewpoint, thought the director undertakes the attention duty to the company creditor, quoteda Canadian supreme court's legal precedent for this to take the strut, then the defined director the attention duty nature which undertook to the company creditor, again further elaborated director the attention duty behavior standard which undertook to the company creditor, the director violates to the company creditor's attention duty constitution important document and should undertake what kind of responsibility the director exempts the responsibility to contradict.The this article third part in analyzes our country company law in the director duty stipulation insufficiency foundation, for consummates our country company law, to strengthened the director duty protection company creditor's benefit to propose several opinions.