Study On The System Of Director Liability To The Third Party

In the administration of the affairs by the director, several of legal relationship takes place between the directors and the third party. To prevent the directors from misusing their authority and to protect the interest of the third party, many countries and regions have established the liability of directors to the third party, but because of the legislative level, China has not yet developed the legal responsibility of the directors of the third party, which can not constraints the directors abuse of their power, in reality, a large number event of the directors took place against the interests of the third party. Reality in our country, to establish the system which protects the interests of the third party, the interests of safeguarding the company against directors of abuse their power, improve the corporate governance. Traditional theory mainly from the legal nature there no directs legal relationship between the directors and the third party, but ignored the director and the third party is the external relations and not the internal legal relationship. Liability regime of the directors to the third party is in line with the principle of good faith, fairness and justice, social responsibility philosophy, nor denied responsibility for the company's independent system; it is the sole responsibility of the company to adjust, improve, and the company's independent directors with responsibility for coordination. Theory through analysis of the existing barriers and gaps in legislation, then propose the responsibility of the director to the third party of the system, first of all, from the legislative enactment of the system, improve the responsibility system of directors, ending the situation of having no law; Secondly, law enforcement and legal technology for the purpose should be clear accountability of directors to the composition of the third element; Furthermore, the directors bear the responsibility should be clear the way; finally, the liability system of the director to the third party to match the other legal system.Combined with the realities, we should break the traditional ideas and theories, the director of the responsibility system for directors in business operation into consideration the interests of the office of the third party act of responsibility, the damage to Company Law of PRC of the first rule of the protection of creditors and stockholder's equity the purpose is consistent.