Civil Liability Of Directors

"Corporation Governance" is a world subject. It is a very importantproblem how to check and balance the directorial power. It is urgent inthe China. "China is during the interim to the market economy, which leadsto many special problems. These make the rights and interests of theshareholder can't be protected." said a foreign scholar, "The only way isto enact the strict rules of directorial liabilities." The dissertation uses the study methods such as the science ofcomparative law, history and so on. The dissertation probes into thedirectors' civil liabilities, mainly concerning to the legal status ofdirectors, the duties of directors, the liabilities of directors and thelimitation and elimination of the directorial liabilities. On the basisof using successful foreign legislation for reference, the dissertationgives some humble opinions. It tries to make some theory contribution tothe problem of Corporation Governance. There are four parts in the dissertation. The first chapter mainly probes into the relationship between directorsand corporation, namely the legal status of directors. In the part, thedefinition of director is given. And the author introduces some opinionsin our country and in foreign countries about the problem. The dissertationcomments on above opinions and makes a choice. The chapter is the opinionthat between the corporation and directors is the mandate relationship.The second chapter introduces and analyses the directors' duty, the dutyof care and the duty of fiduciary or called the duty of loyalty. The chapteralso gives some advice to perfect the directors' duties.The third chapter probes into the civil liabilities of directors to thecorporation and to the third party. In the part, the dissertation analyseswhat the qualities of directors' liabilities are and under what concretecircumstance the directors will assume the liabilities. In addition thedissertation discusses the reason why the directors assume the liabilitiesto the third party. The fourth chapter probes into the limitation of directorial liability.The directors often face up to the business risks, once they are negligent,they will assume the great liabilities. Obviously it is unjust. So thechapter discusses under which conditions the directorial liabilities canbe limited and eliminated. It mainly discusses the business judgementrules and insurance against directors' liabilities (in foreign countriesusually called "D & O" insurance).