Research On Director’s Civil Liability In Modern Company

Modern company has generated to a speciifc institute and regulation atfer thousandsyears of progress in the name of “legal person" and "corporation". The company is aspecially constructed tissue, with legal personality or legal status, and the limited liabilityof shareholders has become a common cornerstone of modern company. Independent fromthe shareholders or directors, the company should operate beyond the undue influence orinterference, which is the organization system and the corporate governance structure. Thisarticle focuses on the top of the company’s internal decentralization-the legal status,rights or power, obligation and responsibility allocation, exemplifies model outstandingcreative achievement in system. The current international directors’ civil liabilityprescribed divided into strengthening director’s civil liability and limitation of liability ofdirectors. An all-round analysis of these two kinds of trends is conducive to our director’scivil liability system.The latest revision of the new" company law1’ budged on the board of directors,supervisors, senior managers’ obligations are a perfect regulation, which shows that Chinaattaches great importance to the corporate governance structure, especially the reform andperfection of board. But the new company law only made principle provision on thedirector’s civil liability, not to mention the modification of the terms. The director’s civilliability provisions still need to further classification.This paper is divided into four chapters. The ifrst chapter makes a biref introductionon director’s civil liability, The directors of the civil legal subject position, from the relationbetween the director and the corporation theory, for the director’s civil liability to dividethe responsibility main body; Followed by analysis of the director’s civil liability, todetermine the composition of the director’s civil liability is essential to the consummate.Complete board of directors is the basis of assumption of director’s civil liability; Thesecond chapter rfom the perspective of comparative law on director liability obligations tomake comparison. Point out our country compulsory provisions of the lack of relevant director, Draw lessons from foreign advanced system; The third chapter analysis throughthe director’s civil liability system, Establishing the system of director’s civil liability issignificant The fourth chapter introduced the specific case, From the directors civilliability in our country and to investigate the mechanism of the relevant provisions. Basedon the present situation of our country the existing problems and putting forwardreasonable proposals.