Research On Civil Liability Of The Listed Company Manager

This paper is normative research about civil liability system of listedcompany managers, and mainly analyzes civil and commercial law and solvesproblems that listed company managers violate obligations of faith and bearcivil liability. The general idea of this paper is: As “the managers’ revolution”rising increasingly, the phenomenon that listed company managers violateobligations of faith is increasing. But few of them bear civil liability. Therefore,it has become the realistic problem urgently need to respond for China’scompany law even civil and commercial law to how to regulate civil liability oflisted company managers. Specifically, it discusses contents of managers’ civilliability based on civil liability meaning of listed company managers, and thenhas in-depth analysis on the basis of managers bearing civil liability, and finallyit puts forward some measures to perfect civil liability of our listed companymanagers. Based on the ideas, the structure and the contents of this paper asfollows: Firstly, outline of civil liability of listed company managers. On the onehand, it defines legally to managers’ civil liability. The first is to put managers asthe company affairs chief hosting daily operation and management, the second isto define managers’ civil liability as the main form of private law liability incompensation for damage according to law, the third is that we can’t rely on thenature of civil liability, but we should judge according to the actual situation,that is debt is out duties or tort liability or competition. On the other hand, thispart analyzes components of listed company managers’ civil liability, namely thebehavior factor of infringement behavior, the subjective factor of subjective fault,the result factor of damaging the fact and the causal relationship factor betweeninfringement behavior and damaging the facts.Secondly, contents of listed company managers’ civil liability. This partcontains two sections: First, according to civil liability of objects, it divideslisted company managers’ civil liability into liability for companies and tliability for the third party, and then discusses respectively from the legislativepractice and academic theory. Second, it discusses the way of civil liability mainly from four ways of the liability, liability for damages, stopping theinfringement, confirming that conduct is invalid.Thirdly, base of listed company managers bear civil liability. This partidentifies the source of managers’ civil liability, namely the managers’obligations of faith. First, it defines obligations of faith as constraint thatmanagers do certain behavior or not based on their company legal statusaccording to the law or requirement of contract in order to company or the thirdperson’ interest. Second, it has a detail description of managers’ obligations offaith from two aspects of diligence obligation and duty of loyalty including theirdefinition and specific obligations.Fourthly, construction of listed company managers’ civil liability. First, thispart is discussed on the basis of China establishing and perfecting listedcompany managers’ civil liability system, including three aspects: The first iscompany practice level, and the failure of company internal and externalsupervision leads to the serious internal control, and the second is system level,managers’ liability system does not play the real effect, the third is legislative level, the existing legislation resources are inadequate. Second, it puts forwardthe specific suggestions constructing China’s listed company managers’ civilliability system, which also includes three aspects: first is to perfect generalmeasures of civil liability and the second is to perfect managers’ civil liability tocompanies, the third is to establish civil liability managers to the third party.