Research On The Relief Of Director's Liability

So far as a good kind of governance structure in corporation, we should indeed both emphasize personal liability of the director and strengthen protection of the director's interests. This article points out that director should not overtake the damage incurred by commercial risk in management meanwhile, in concludes that we should establish institution of relief the director's liability to promote a reasonable and integrated system.The relief of director's liability have more perfect system design in some country of English America legal system and mainland legal system. However, our new "Company Law" still only has one kind of stipulation that, "After proof when vote once the superficial objection and the record to the council book, this director might in order to avoid responsibility." Furthermore, rarely scholar take fundamental research on this system. Therefore, to study it not only have the theory significance but also have the pratice value, which will devote to the development of our company law.The article divides into four parts: Part 1 start from the basic theory of the liability of director and the relief of director's liability. And introduce the content of the relief of director's liability. Part 2 is the exemption of liability, it conclude three parts: business judgement rule, exemption the liabilities of director whose object the resolution, exemption by corporation organization. Part 3 is the indemnification of liability, it conclude corporation indemnification and director's liability insurance. The last part discusses the current defects of director insurance and the exemption liabilities of director whose object the resolution; the necessity of introduction bussiness judgment rule, corporation indemnification and liability exemption by corporation corporation organization. In the end, the writer of the paper put viewpoint on how to make these systems introduced or become perfect, and try to give some legislative advice.