Directors And Officers Liability Insurance Legal System

Director & Officer Insurance originated from overseas, and such insurance is just developing in China at the initial stage. The author chose this topic because under the situation of the number of listed company being continuing to increase, D&O insurance can exert more and more positive influence on the aspect of stabilizing social economy and the aspect of promoting corporate governance as well.This dissertation, basing on Chinese laws and regulations, adopts the method of comparison analysis and linking theory with practice to elaborate on the concept, legal theory and the development of D&O insurance, and at the same time, refers to and analyzes legal system and judicial practice of D&O insurance in British and U.S., also provides several suggestions on the establishment and perfection of Chinese D&O insurance system. The author is of the view that in order to smoothly develop and promote D&O insurance in China, we shall, with reference to British and U.S. law, improve D&O insurance system to adapt to our legal system and economic environment.The dissertation consists of five parts as follows:Chapter One is about the theoretical base of D&O insurance, this chapter, by introducing the history, connotation, value and crisis of D&O insurance, analyzes the theoretical base of D&O insurance.Chapter Two is about individual civil liability of directors and senior officers. This charter emphasizes on director and senior officer's civil liability to the company, shareholder, creditor and other third parties, which is the premise of D&O insurance.Chapter Three is about D&O insurance contract. This charter focuses on several significant aspects of D&O insurance from the angles of theory and practice, including parties to the contract, insurance coverage, insurance term, fees and etc.Chapter Four is about suggestions on legislation of D&O insurance. This chapter would suggest improving D&O insurance system from the aspects of Company Reimbursement Coverage mechanism establishment, perfection of duty of care and civil liability of director and etc. Also this chapter makes thought on application of Business Judgment Rule in China.Chapter Five is the Conclusion. D&O insurance is new-born system in China, as it has proved its value in western country, we may integrate overseas mature experience with China's legislation and practice to perfect D&O insurance.