Directors Of The Company's Creditor Civil Liability Study

In the early corporation law of the continental law system and the common law system, although they had different opinions on the relation between directors and company, both of them agreed that the directors had born no other duties and responsibilities to the creditors except the only duty of good faith to the company. When the creditors' benefit being invaded because of directors' wrong behaviors, the creditors can only request the corporation to undertake the responsibility, but not request the directors to undertake the responsibility. It is obviously unfair to protect the corporation creditors.The common law system countries have established the system of the Civil Liabilities of Directors to Creditors of Corporation (here in after called CLDCC) through a series of legal precedents, the continental law system countries have stipulated CDLCC through the corporation law, but our country's corporation law and other relevant laws have no such stipulations. At present, our country's scholars concentrate on the directors' responsibility to corporation, but pay very little attention to CLDCC.This article wants to perfect the system of CLDCC in our country to restrict the directors' behaviors and protect the corporation creditors' benefit by comparing the foreign countries' laws on CLDCC with our country's legislation.besides the introduction and the conclusion, there are four parts in this article.Part I explains the rationale of CLDCC. The limited liability system of corporation causes unbalance between the corporation shareholders and the corporation creditors. In order to restore the broken balance, the corporation law has established a series of systems. But these protection methods are not positive and powerful. Moreover the protection of civil law to corporation creditors is also insufficient. Because of the mutual-absorption of the common law system' proxy principle and the continental law system' institution theory, it is feasible for the directors to undertake the civil liability to the corporation creditors in the legal science. From the perspective of economics, it is required of strengthening the protection on creditors. The directors' duty to corporation creditors is the foundation of CLDCC.Part II analyzes the quality of CLDCC by comparative methods. Through inspecting the quality of CLDCC in the common law system country, Japan, South Korea and Taiwan, we can have a comprehensive understanding of the quality of CLDCC. Both of the legal system has agreed that both the company and the directors should undertake the responsibilities to the creditors. The continental law system reveals that the quality of CLDCC is a kind of legal responsibility, while the common law system agrees that it is a kind of liability of the tort of neglence based on violating the attention duty. They have different understanding because they have different legal tradition and different researches on the attention duty.Part III studies the components of CLDCC and the directors' responsibilities for the corporation creditors, which is complex in corporation law. From the requests of the execution of the law and the legal techniques, investigating any responsibility should base on the constitution of CLDCC. Different components of CLDCC are...