0n Corporation Directors' Liability To The Third Party

The rise of and development of modern corporations has a profound influence on a state's economy,for the prosperity of a giant company may enhance the increase of economy and its failure tends to bring disaster to capital markets of a nation. Directors'obligation and liability is hot spot in research. In the modern government of company,the directors master the widespread actual right gradually,and become the core of the power. According to the principles which contain unity of rights and obligations, consistency of the powers and responsibilities ,an important choice for most countries is to impose heavier liability on the directors and establish the system of directors'liability to the third party which contains the shareholders,creditors and so on, in order to prevent the abuse of the power by the directors and protect the legal interest of the shareholders and creditors from infringing by the illegal conducts of the directors. In the theory of company law, the directors'liability is divided into two parts, that is, the liability to the company and the liability to the third party. In our country,such research concentrates on directors'liability to company,and infrequently refers to directos'1iability to the third party. Many cases on directors infringing upon the rights of the third party have also emerged in economic life. to satisfy the need of practice,company law of China is supposed to provide for the system systematically and perfectly,in order to fulfill the directors'leading function in the government and operation of company.This paper starts with connotations and historical development and present situation of directors'liability to the third party ;then explore the foundation of philosophy of law, economics and sociology ; through the summary of Common Law's cases and Analysis of Civil Law's relevant provisions, we introduce this system detail; at last ,benefit from mature legislative experience of two legal chains, we establish a system and the realization of the mechanism combined with specific national conditions and legislative traditions, in view of the existence of defects in the system.