Research On Exemption Of The Director's Liability In Chinese Company Law

A reasonable corporate governance structure is the cornerstone of the development of each company director plays a crucial role in the company. From two aspects of theory and reality it is very necessary and feasible to construct a reasonable system of exemption of the director's liability. The director's liability exemption system has very important value to the company, the directors, shareholders and society. But the company law of our country about the director's liability exemption has a deficiency.Several countries have a rational system to reduce the responsibility of their management fault. We can see from the inspection of director's liability exemption in United States and Japan, their starting point is to balance the director's interest and responsibility. Therefore, we should also pay attention to the problem in the design of the company law of our country. We should reasonably design the director's liability exemption, but not copy other's.The concrete mentality of constructing the system of avoiding the director's liability to have to follow legislate principle:The legislation stipulated and the judicature decides after deliberation the dialectical union the principle; The overseas experience and the Chinese national condition unify principle; The procedure justice and the essence fair unify principle; Gives dual attention to the trustee and the company, the shareholder benefit principle. To identify whether a director meet the conditions for exemption or not, subjective, behavioral and results should be considered. Specifically, under these conditions, director's civil liability can be exempted:the liability is based on the resolution of the board of director; the act was authorized by the company; supervision and remedy behavior; force majeure and policy factors. The way of Exemption can be direct way and indirect way, direct exemption includes legislation and the company's articles of association, indirect exemption include company compensation mechanism and the directors' liability insurance. The procedure of exemption shall strictly follow the startup procedure, review procedure and the decision procedure. In contrast to the legislation of our countries' present situation, it is not difficult to find the problems and deficiencies.Finally, the author put forward some suggestions to improve the directors' liability exemption system from three aspects. First of all, to broaden the scope of directors' liability exemption, establishing director's liability relief mechanism. Secondly, company itself can set corresponding articles of association. At last, we should consider introducing the business judgment rule. At the same time, the judge has the power to interpret the rule.