Research On The Directors' Responsibility To The Corporate Creditors

To build the system of the directors'responsibility to the corporate creditors is to effectively protect the creditors who are in the information asymmetry, maintain security of transactions, balance the interests between the directors and the corporate creditors, "establishment of board-centrism " increases the decision-making power of the directors, improves the company's operational efficiency, adapts the goal of encouraging investment of the modern commercial area, but the expansion of the directors'power may also lead to the abuse. Therefore, the creditors will suffer losses directly or indirectly, and harm the security of transaction. In order to protect the interests of the corporate creditors, maintain security of transactions, achieve the two goals of encouraging the investment and maintaining security of transactions, we should build the system of the directors'responsibility to the corporate creditors.The system of the directors'responsibility to the corporate creditors has the theoretical necessity and feasibility, and reflects in the common law and civil law, has the positive meaning. However in our newly revised " The People's Republic of China Company Law " (hereinafter called company law" for short) did not establish the responsibility of the directors to the creditors. Even in other relevant laws and regulations, the relevant provisions are also incomplete and not clear. Therefore we should establish the system of the directors'responsibility to the corporate creditors, which not has theoretical value, but also has important practical significance.Full-text mainly consists of the following sections to explore the system of the directors'responsibility to the corporate creditors:The first part is addressed to the directors'responsibility to the corporate creditors for the necessity and feasibility. Necessity has the legal and economic paths to examine:The legal path is from the limitations of company organs theory, the limitations of shareholders'limited liability, the inevitable choice of the directors fiduciary duty to the creditors, the shortcoming of the representative actions, the effect of the stakeholder theory, the certain claim of the law value; The economic path is from the inadequate protection from the market, the theory of the corporate creditors and directors with the same quality, the theory of the market impact, the costs and benefits of supervising the directors. Legal status and qualifications of the directors, civil right of subrogation theory to make directors liable to creditors with the feasibility.The second part uses the comparative law method to examine the directors' responsibility to the corporate creditors in other countries in the world. First examine the common law countries and the civil law countries including Germany, Japan, Switzerland and korea in the legislative model choice. Followed by analysing the legal nature of the directors'responsibility to the corporate creditors in the main countries of Two Schools, is to reference evaluation. Then conduct how to define the legal nature of that responsibility.The third part discusses the construction and perfection of the directors' responsibility to the corporate creditors in China. First of all, China is introduced on the directors'responsibility to the corporate creditors in its legislative status, and specific analysis of the legislative status of the existing problems. Second, China should how to build and improve the directors'responsibility to the corporate creditors, including the constituent elements of responsibility, liability limitations and implementation mechanism. The implementation mechanism includes the scope of compensation, liability form, the exercise of the right of appeal, limitation, directors liability insurance system.The fourth part is conclusion. It stressed the direction of our company legislation. Companies legislation should not only maintain its authority and stability, but also adapt to the changing of commercial environment, better to play the role of promotion and protection of the law.