Directors Civil Liability Exemptions Legal Issues

While the change of general meeting centralized doctrine to directors board centralized doctrine,directors become powerful than ever and they play a big role in corporate administration.The directors' behavior is related with the fate of a company,so company law of almost every country strengthens directors and officers' liability.But the directors should have an open mindset in modern corporate governance,so if we are too strict with directors in corporate governance,it will harm the interest of a company and the country in long term.Facing this circumstance,many countries enact a series of measures on directors and officers' liability to ensure them work comfortably.As a means of relief, avoiding the directors civil liability is engaged in the management to directors to exercise the important protective function, reduced the directors management risk, eliminated trustee's extra worries. In the English America legal system and in the mainland legal system country had the more perfect system design. But our country new "Company Law" still only has this kind of stipulation that, "After proof when vote once the superficial objection and the record to the council book, this director might in order to avoid responsibility". At the same time, our country also rarely has the scholar to avoid this system to the trustee civil liability to carry on the system the fundamental research. This article " the legal matter research about avoiding the directors' civil liability " to carry on the discussion as the topic, only hasn't the theory significance but also the practice value, by time to our country future company's method development impetus function.This article eliminates the introduction and the concluding remark, altogether divides into four parts.Part Ⅰ: The director civil liability and its avoids elementary theory. The director civil liability divides into the director to company's civil liability and the director to the third person of civil liability. The director to company's civil liability is as a result of the director to company's attention duty and the faithful duty, but the director to the third person of civil liability, our country logically coherent argument thought is one kind of specific legal responsibility. In avoids in the...