On The Civil Liability Of Directors And Its Accountability Mechanisms

In modem company system, the seperation of ownership and power ofmanagement make function of board of directors conspicuous day by day. In thiscase, the administrative power of enterprises and right of execution of thebusiness are not generally grasped in the hands of those typical shareholders, butpass into others' hands in administration and supervision authorities especiallyhand of board of directors,which almost form the ownership without controlpower and have no antithesis of control power of ownership. The board ofdirectors enjoys extensive power, meanwhile, the directors' behavior (includingjuristic act and fact behavior) mostly involve the question of distribution ofinterests. So, if supervise strength and discipline strength lacking, the balance thatout-of-control must involve the whole civil legal relation which taking companyas the center. If arrange to form effective tied mechanism without the completesystem, the director harm to the interests of company shareholders areunavoidable. So, strengthen the supervision on the director is the most direct buteffective route to prevent the director from seeking illegal interests, lineing one'spockets and threating the interests of company and the third person_In order toprevent described above behavioral emergence from, set up an effective andfeasible responsibility mechanism becomes the inevitable thing. But we have topay attention to the following three points in this responsibility mechanism: First,stress the director's civil liability. The function of civil liability not merely lies inthe malfeasance that is fiightened hindering and punished the director, lie inremedying the losses of those persons who are damaged. Second, we not merelyneed overall but complete responsibility form and content in this responsibilitymechanism, pay attention to investigating procedure and effectiveness ofresponsibility. The responsibility that can't be realized is like the justice notfeasible. If aggravating responsibility, we must need the route reliable to realizethe responsibility. Only if that the two above combine together ,we can ensureshareholder and the third person interests by installing the dual fail-safe. Third,heavy director's responsibility may have restrained the director from carrying onthe business decision which make the director overcautious, make no attempt tomake progress. For this reason, it is very essential to confine the director's civil liability to rational range. So, the buffer mechanism of director's civil liability isnecessary to probe into.This thesis has six parts altogether, the text part adds up to more than 46000words, the main content is as follows:Part one the Definition of director's legal status. In this part, the author haveprobed into the theory about the director and company's relation emphatically.Part two the discussion of Director's duty. In this part, the author have probedinto the director's duty of care and duty of loyalty and the director's obligation tothe third person especially.Part three the Definition of director's civil liability. In this part, the authorhave probed into the properties of doctor's civil liability and its' documents.Part four Investigate the route analysis of director's civil liability. In thispart, the author thinks that there are no lawsuit route and lawsuit route which caninvestigate the director's civil liability.Part five Scan the buffers mechanism of director's civil liability. In thispart,the author think the barfer mechanism of the director's civil liability needingto be certain arranges to coordinate the contradiction of restraining a director andencourage the director.Part six Inspecting of the mechanism Director's responsibility of the currentCompany law. This part has conclusion properties, which is the final home of thewhole thesis. In the end, the author have put forward some elementary suggestionsabout how to further improve the Company law and legislate involved.