On The Liability Of Directors In Violation Of The Duty Of Diligence

It Is generally believed that the diligence and loyalty are the basic requirements in the relationship between the directors and the company, no matter what kind of legal relationship they are formed in the management process, so the director’s two obligations appeared in the Companies Act. If the director’s duty of loyalty are the requirements in the quality of faith, then the Duty of Diligence is more focused on the ability of directors the Violation of the Duty of Diligence is appeared as a behavior in the modern structure of company management, company law must be concerned about the obligations of directors diligently, because only the diligence is the company and the shareholders’ interests guarantee.When the directors of due diligence "fault of the company damage, since the burden of the corresponding liability for damages. Normative analysis, research methods, drawing on the general theory of damages in civil law, both systematic way of thinking with a pragmatic principle, sort out and tried to clarify the directors in violation of the Duty of Diligence which led to the company law theory of liability for damages.It is generally believed that diligence and loyalty are the essential requirements during the director’s business course whatever the legal relationship between the directors and the company is supposed to be. It creates two kinds of duties of director. The duty of loyalty is mainly about the character, while the duty of diligence is about the skills. Since the nature of the duty of diligence, theoretical boundary and standard should be taken into account when the judgment that whether the director of a company is diligent is made. Beach of duty of diligence is always negative behavior. This paper is divided into four parts, the Directors Civil Liability for a more in-depth study. The author combines the new" company law" and foreign legislation about director’s civil liability and the attribution principles are analyzed and summarized, the first part introduces the company directors’ liability sources--the duty of diligence; the second part mainly introduces the directors’ duty of diligence and the liability for compensation of the content; the third part mainly introduces the business judgment rules of the system value; finally on our how to perfect director responsibility system put forward some legislative suggestions.The author thinks, want to perfect our country" company law" on the duty of diligence norms, in legislative theory should be made clear duty of diligence of the elements and the duty of diligence standards. Duty of diligence elements and traditional theory" duty of care" are closely related; all countries concerning the duty of diligence judgment standards also vary, even within the same country, different historical stages, this standard also is changing ceaselessly, the main trend is from the subjective criteria to objective standards, a combination of subjective and objective standard development. With the" company law" regulation of duty of diligence is the legislation on the basis of theory, the director should do what functions, how to just calculate due diligence, which is a clear breach of duty of diligence, the director can do" rule-based". To improve the breach of duty of diligence responsibility, liability exemption procedures cause, in order to standardize director’s obligation of diligence aspects form a perfect system. Decision making is the soul of the company, the directors are making source. Clear the directors’ duty of diligence, on one hand can attract the management talent to join the industry occupation, give full play to their management, decision-making with respect to one’s ability and cleverness, encourage companies to modern development; on the other hand for perfecting company law on board, the management mechanism of restraint and supervision, protection of the interests of shareholders and ensuring the standardized operation of the company, all have positive role. The duty of diligence and attention obligation are closely related, but China’s" company law" on the duty of diligence is not completely equal to the duty of care. Duty of diligence is from the duty of care and development company, is to adapt to modern development trend, combined with China’s social and economic development and the characteristics of China’s company law practice result. Clear about the duty of care provision is the proper meaning of modern company law.Duty of diligence standard in each country’s company law is an important proposition and common problem. Because of the duty of diligence, the main concern is the behavior process is flawed, and the board of behavioral processes after judging the presence of a two antinomy:if the high standard, inevitably contain the innovation enthusiasm; if the level is too low, it will encourage the directors of laches psychology. The company law of our country this problem did not involve, relevant judicial practice experience is relatively deficient, duty of diligence of actual performance and judging the lack of a clear standard, this situation directly affects our corporate governance standards, and decides the company law requires further improvement.