Study On The Duty And The Liability Of A Director Who Leaves His Post

This article is about the duty and the liability of the director who leaves his post. The director's duties can be divided into two types as to the time of shouldering the duties, which are "duty of a director who is on his post" and "duty of a director who leaves his post". The duty of a director who is on his post has been concerned a lot while research on the duty of a director who leaves his post is still limited. However, there are many and many law cases which are about the duty of a director who leaves his post. As the society economy activities become diversified and complicated, it requires that making the regulations about the duty of a director who leaves his post.At first, some basic problems, such as the position of the director, the theoretical foundation, the characteristics of the duty of a director who leaves his post, are introduced. Different theories on relationship between company and director are also discussed.Then, an in-depth study on the content of the duty of a director who leaves his post is made. It includes: "not to disclose the corporate trade secret", "be limited to compete with the corporate", "not to utilize the latent corporate opportunity", "not to persuade others to betray the former corporation", "not to self-deal" and etc.The liability of a director who breaches these duties has been discussed as another important point. "Duty" and "liability" are two concepts which can't be separated. The person who breaches his duty must undertake the liability. Otherwise the rules about duties can't work following the original intention of the lawgivers. This part introduces the penal responsibility, the administrative responsibility and the civil responsibility of the director who breaches some duties after leaving his post.Finally, this article aims at putting forward some suggestions for improving our country's related lawmaking. The author analyzes China's present legislation, and also point out the blemishes of the related lawmaking. And then put forward a standpoint: some regulations about the duty of the director who leaves his post should be formulated in the company law.