Construction Of Directors' Liability Limitation System On China Corporation Law

This thesis mainly discussed the fellow issues:The theory and function of director liability limitation system;the necessity of construction of director liability limitation system in China;the specific construction of directors' liability limitation on China corporation law.The main research techniques of this paper are comparison and the real analytic method.The conclusion is:Directors' Liability Limitation system is advantageous to company's efficiency,and advantageous to balance the benefit between shareholder and director.With the Expanding of director's right,the enhancing of director's liability,the gradually improving of the way to investigate the director's liability;it is necessary and feasible to construct directors' liability limitation system in our country.This thesis is divided into three chapters.The first chapter discusses the function and basic theory of directors' liability limitation system. Firstly,this part induces the supportive and the oppositive opinion of directors' liability limitation system;then discusses the legislation pattern of the directors' liability limitation system;on this base,has a reconsidering of the problems engendered in the process of the birth and implementation of the system.Finally obtains the conclusion:The core value of the system is obtaining the balance between the restricting and inspiriting of the director,and the balance between director's judgment and the interest of the shareholder. The second chapter discusses the necessity of construction of the system.Firstly,this part has a comparison of the legislation of director's liability in US,Japan and our country,analyzes the present legislation of the director's liability in our country.Then this part induces the way investigated director's liability of our corporation law.Finally,this part analyses the present situation of director's liability in our country.The conclusion of this part is:the legislation of director's liability of our corporation law is too strict.With strengthening of the director's liability, we also should provide some suitable protection for director to carry out his responsibility.The third chapter provides a suggestion about the specific construction of directors' liability limitation system——the standard of the duty of care, the condition of the system,the procedure of the system,the subject of the system,the degree of the liability limitation.