Research On Civil Liability Of Executives For Breach Of Duty Of Diligence

Article 148 of the Company Law of the People's Republic of China provides that the company executives of a company have diligent obligations in 2005. The diligent obligations of company executives are the skills of performing affairs, and they measure whether company executives are suitable for the job. The modern company executives have more and more business decision rights. For the modern company which development even life-and-death survival depends on the business decision-making, the diligent obligations of company executives is really to create value for shareholders, create wealth for the society, and promote the basic quality assurance for the company, it is a supreme level requirements. Although diligent obligations are so important, the Company Law provides the diligent obligations too simple and principle. In practice, not be operable.Therefore, the purpose of this paper is to find a suitable judgment standard for China's national conditions of diligent obligations for company executives, and on this basis to discuss how to perfect the system of civil liability for company executives violating the diligent obligation. This paper mainly includes three parts.The first part:"General introduction of the duty of diligence of company senior executives". To clear the connotation of diligent obligations for company executives based, analysis the judgment standard of the diligent obligations for Anglo-American law system and Civil law system and clear out such a standard in our country, which is the comprehensive standard, mainly objectively. That company executives should have skills, diligent and attention with their position quite, but when the company executives with skills, diligent and the attention of their posts rather than with the level of performing their duties, it shall be reached this behavior actual level, otherwise will be considered violation diligent obligations.The second part:"Company senior executive's civil liability for violation of duty of diligence". Firstly, this paper introduces the types of the civil liability for company executives violating diligent obligations:one is the civil liability for the company; the other is civil liability for the third party .Secondly, because business activities has natural risks, when company executives make business decisions,it is hard to measure whether they obey the diligent obligations in practice, so it is necessary to build the system of responsibility absolution and risk transfer, this helps company executives to play their subjective initiatives fully in the management decision and better protect the rights and interests of the company and shareholder.The third part:"Issues in and suggestions for the civil liability system for company senior executive's violation of duty of diligence in China". Retrieval our Company Law, according to the status quo of company executives civil liability, proposed legislation perfection suggestions, containing the diligent obligations judgment standard, the legislation of civil liability for company executives violating the diligent obligations to the creditors, the responsibility absolution problems of company executives violating the diligent obligations, the liability insurance of company executives violating the diligent obligations, and so on.