Disquisition On Civil Liability Of The Director To The Third Party

In modern corporate governance, directors enjoy more and more wide-ranging powers, the directors' behavior not only affect the company's benefits, but also for shareholders, creditors and the benefits of the public. In order to achieve the balance of benefits among the company directors and the third party, worldwide legislation and prejudication establish the directors' liability to the third party one after another. For limitation of the traditional theory of the essence of juridical person, china has a vague clarification of director's liability to third party,which leads to the absence of mechanisms of accusing the fault one. The reflection in practice is that the middle and small scale shareholders suffers a lot of harms of their benefits. Therefore, the method of establishing the directors' liability to third party is the most effective way to settle the abusing authority of directors and protect the safety of trading as well as the third parties' benefits. The author would like to have a discussion of the civil liability of director to the third party as to regulate the directors' authorized conducts and protect the benefits of the third party.The paper shall be divided into 4 chapters.Chapter one Legal principle of civil liability of directors to the third party. First based on various theories between Anglo-American Law System and Civil law system towards directos' legal statue, author introduces different kinds of theories, such as agent theory, entrust theory and cooperate theory . Secondly, based on three theories on the essence of legal person, author verifies that the theory which requires directors and cooperates to take joint liability in Imitate Theory and Real Legal Person Theory is logically disputed. Author also discovers that the two legal systems refined themselves by mixing agent theory and cooperating theroy,therefore, the directors' liability to the third party is founded.Chapter two Comparative study on the civil liability of directors to the third party. Author introduces the legislation on the liability of directors to the third person in the two big legal systems, and then Compares of the legislative style between the two big legal systems. Analysis the nature of the liability of directors to the third party, and establish the nature of the liability of directors to the third party in China.Chapter three Framework for the liability of directors to the third person. In this part, author introduces the duty principle of the liability of directors to the third party and donstitutive requirements of the liability of directors to the third party.Chapter four Prectices and legislative proposal of the liability of directors to the third party in China. First introduces the legislative changes and deficiency of the liability of directors to the third party in China.And then give the legislative proposal of the liability of directors to the third person in China.