On Director's Civil Liability To The Third Party

Civil liability system of directors is an important aspect of corporate governance. the civil liability system of directors to the third party is that directors should undertake any duty and responsibility to the third party including shareholders and company'creditors,not including companies,because of directors'the duty idles behavior.with the development of social economy,British-U.S.countries have determined the civil liability system of directors to the third party through a series of legal precedent,countries of continental law department have stipulate the civil liability system of directors to the third party through Statutes.In legal science domain of our country,with the impaction of company'organ theory and internal liability theory,more scholars insist in company'liability to the third party because of directors'behavior,and directors does not take responsibility,company may ask directors who have miatake to compensate.The company law of our country does not have relevant stipulation,which Is not conducive to protect the benefit of shareholders and companies'creditors,and can't meet the development of the company'work and market economy.Our country should constrct and improve the civil liability system of directors to the third party.The papers focus on legislations and theories at home and abroad,offering legislative proposal to improve the civil liability system of directors to the third party.The paper's difficulty is that our country is short of cases of the liability of directors to the third party and the more impaction of the central doctrine of shareholders meeting. In the structure,the paper consists of four parts.Part one has explained the theoretical foundation of the civil liability system of directors to the third party. Discussing and reflecting the essence of company:the realism theory,fiction theory,corporate denial and the contractual theory of Corporation and assessing theories about the position of directors. Based on negligence fringement throtry,the lack of protection to the third payty of company law, and asymmetry of information of economic science theories,our country should estabilish the civil liability system of directors to the third party. Part two,has comparatively study of legalation and theories of both legal systems. British-U.S.countries has established directors'fiduciary duty to company'creditors through legal precedent; and also the statutes of Germany,Taiwan of our county,South Korea, Switzerland have.lt includes that theories of duties have own advantages and disadvantages through analyzing direct duty or indirect duty of directors to creditors.Also analyze the relation of directors'and companies'infringement. Part three,mainly have analyzed the element of the civil liability system of directors to the third party. Part four,has analyzed our country's legislative present state and proposition.Denifite the element of the civil liability of directors to the third party,broaden the direotor's range to legal person,improve director's duty of care and duty of loyalty. Witn the premise of the strict liability of directors,establish and improve insurance system of director responsibility% compensation system and business judgment rule;avoid directors'liability in specific conditions,which can maintain and arise enthusiasm of the directors of management,vocational skills'play.