Interests Of Creditors, Protection Of Corporate Governance Analysis

Creditors, as a kind of capital providers, are of importance for the existence and development of companies. But their status compared with shareholders who are protected by the limited liability system, is much lower. They were once regarded as the opposite party to the shareholders without a tiny bit of land in the corporate governance. The disadvantageous condition compared with shareholders, and the exterior status dissociating from the corporate governance, run counter to the essence of the credit. Now that the essence the corporate governance is a series of contracts, by which stipulated the balance of power and allocation of interests should be processed among all stakeholders. It is necessary and possible for the creditors who have the positivity and capability to participate in the allocation of the residual rights of control. Besides the participation in the corporate governance by the creditors personally, other principal parties in corporate governance should bear the corresponding obligations and responsibilities directly or indirectly. Directors should bear the fiduciary obligation to contract creditors indirectly via the explanation of the "interest of company" in broad sense, and the joint liability of tort with the company per se to the tort creditors. Especially to the tort creditors, the weakest party, shareholders should bear the proportional liabilities with the breakthrough of the limited liability system. Based upon the above-mentioned measures, the realization of the credit can be protected forcefully from the point of corporate governance.