The Case Analysis On The Responsibilities Of Directors To The Corporation Creditors

The system of directors is the core of corporation governance, while the system of directors'liability is the most important part of it. Duties and responsibilities of directors are the heated issues for scholars, but they focus more on the directors' responsibilities for the company, less on directors'responsibility for creditors. This situation is related to the fact that corporation law of our nation places too much importance on directors'responsibilities for the company while ignoring their responsibilities for creditors in the design of directors'liability system. This paper aims to explore the responsibilities of directors and creditors so as to strengthen the regulation of directors and the protection of the interests of creditors. The content of this paper is mainly about the following five sections.Chapter one:The cases about directors'responsibilities for corporation's creditors.This part consists of two cases on the accountability of directors to corporation's creditors:the first is, Weifa Garment Co. sued Mingda Toys Co. on infringement of a registered trademark disputes in China; the second is, the case of Francis sued United Jersey Bank in the United States.Chapter two:The theory of Corporation Law related to the two cases.The case about directors infringing the creditors has occurred frequently, The traditional and modern corporation law has a different understanding about whether directors undertake civil accountability or not. At present, in order to maintain market transactions and protect the company interests, the system of directors undertaking civil accountability to creditors is very necessary.Chapter three:The legislative and judicial practice of directors'responsibilities for the corporation's creditors.By observing the enactment of legislation and judicial practice in the liability of directors to creditors in the two legal systems. It is found that today's growing emphasis focus countries of the world's own balance of interests and social interests. The establishment of this liability is in accordance with the trend of modern corporation law, which studies the relevant provisions of existing laws in China and show that our part of the legislation has made a breakthrough on this system, but still need to be improved further.Chapter four:The legal feature of directors' responsibilities for corporation's creditors.The two legal systems have a different understanding about the nature of accountability of directors to corporate creditors, but there also exists something in similar. The accountability of directors is a tort essentially through the comprehensive analysis.Chapter five:The inspiration of these cases to improve the relevant law in our country.Through the analysis to some relevant cases, this part elaborates the introduction and perfection of the derivative action system, the form of directors'responsibilities, and the accountability principles and limitation of accountability of directors; this paper also proposes some relevant suggestions on the perfection of accountability system of directors to creditors in China.