Directors Of Research, Third Party Liability System

Director system is the center of every country's company law. In theearly stage of company law, director is considered as the bailee ,agent andmandatory person of company, the organ of company and that the directorhave fiduciary duty only for company but doesn't undertake any duty andresponsibility for the third party including shareholder and company'screditor. when the benefit of the third party encounter infringementbecause of the behavior of director , the third party can only ask companyundertake responsibility but can't ask director undertake responsibilitywith the affection of company's organ theory and company's independentpersonality theory。Especially with the development of social economy,companies in social economy take more and more affect, company'sinternal right disposition change from shareholder meeting all-purposedoctrine to the central doctrine of board of directors and right and theposition of director also constantly reinforce. In order to prevent directorsfrom abusing authority , to protect the benefit of company's creditor andshareholder, and then realize in company law the benefit balance ofvarious main parts embodying the concept of law of fair and just,British-U.S. countries have determined the system of responsibility of thedirector through a series of legal precedent, countries belong tocontinental law department have clearly stipulated the system ofresponsibility of the director for the third party through company lawdirector, but the company law of our country doesn't have relevantstipulation. Establishing responsibility of the director for the third party isthe key of improving the construction of the director 's responsibilitycontent structure in company law. meanwhile it is significant to protectthe third person's legitimate rights and interests, safeguard the safety oftrade and maintain the social economic order, so as to impel director paymore attention to do legal behavior and fulfill the proper care duty to theshareholder and creditor. In the hope of improving the responsibility system of the director ofour country, strengthening the rule of the director and the protection ofthe third person's interests. Speaking from structure, the full text isdivided into four parts besides introductions and conclusions. Chapter first has explained the theoretical foundation of system ofresponsibility of the director for the third party and the director's legalstatus is the legal foundation of director's responsibility (includeresponsibility of the director for the third party), and the prerequisite ofascribing responsibility to director in accordance with the law. Accordingto the definition of director's legal status in the traditional law, thedirector only shoulder duty to the company, but doesn't shoulder directobligation and responsibility to the third person beyond the company andthe director does not bear individual liability to the third person but thecompany undertakes legal liability to the third person. But, with director'sstrengthening statuses, the principle of the duty of director to companyalready can't meet the reality and meet the needs of protecting theinterests of company's third person. Agent theory that occupies a leadingposition in Anglo-American legal system is set up under the foundation ofcorporate fiction theory, Company's organ's theory that in civil lawsystem occupies a leading position is set up on the basis of the theory thatthe corporate juridical person really exists. However the theory circle notstickling rigidly the pure essential theory of legal person, throughabsorbing and drawing lessons from agent law, have realized the changesof the company law theory, thus establish the theoretical foundation that adirector bears responsibility for the third person.. Chapter second, comparatively study of responsibility of the directorfor the third person. The responsibility of the third person director is oneof complex problem in company law, through reviewing legislation, legalprecedent and theory about responsibility of the third person inBritish-U.S. c...