| This paper briefly introduces the basic legal theory, historical evolution and legalrelationship of Directors’ and Officers’ Liability Insurance, which emphasizes thestructure of Directors’ and Officers’ Liabilities Insurance in China and offers severalsuggestions.Chapter1analyzes the liability of the director, the core of Directors’ and Officers’Liability Insurance. Referring to which, it describes the characteristics of Directors’and Officers’ Liability Insurance. The following part reviews the origin anddevelopment of Directors’ and Officers’ Liability Insurance and emphatically studiesthe Crisis of Directors’ and Officers’ Liability Insurance in U.S.A., and gives a pictureof the development situation of Directors’ and Officers’ Liability Insurance indifferent countries. At last, it analyzes the candidate of the parties to Directors’ andOfficers’ Liability Insurance and relating difficulties.Chapter2introduces the structure of Directors’ and Officers’ Liability Insurancein China. At the beginning, it states the introduction and current situation ofDirectors’ and Officers’ Liability Insurance in China. Directors’ and Officers’Liability Insurance in China is so far not a common practice. Then, the exteriorenvironment of Directors’ and Officers’ Liability Insurance in China is analyzed in theaspects of both legality and marketing. In terms of legal environment, thedevelopment of civil compensation regime of directors in China needs to be strengthened. And to marketing environment, influenced by the immature legalservice industry in China, it is quite difficult, even if the development speed ofinsurance industry remains rising steadily, to facilitate the development pace ofDirectors’ and Officers’ Liability Insurance in China in a notably high speed. Then,it explains the method to realize the superiority of Directors’ and Officers’ LiabilityInsurance. In spite of the ability to release the liability of the director and establishan independent supervisory mechanism of Directors’ and Officers’ Liability Insurance,the value of Directors’ and Officers’ Liability Insurance can only be realized to a lowdegree because of the relationship between supply and demand. But Directors’ andOfficers’ Liability Insurance is quite significant in terms of remedying andstrengthening the claims-paying ability of the corporate. What calls for specialattention is that there are also some negative effects, such as moral hazard anddisability of motivation mechanism, may be brought by Directors’ and Officers’Liability Insurance, the occurrence of and solution to which is also analyzed asfollowing.Chapter3proposes some suggestions in several fields. Most basically, since thedevelopment of Directors’ and Officers’ Liability Insurance relies on the furtherimprovement of legal environment to a great extent, it is crucial to detailing the civilcompensation liability regime of directors, for which we shall both amend and revisethe current law in the future and issue some feasible and simple-procedure regulationsand measures for now, and it is also noteworthy that we should enhance theconstruction of our legal service market, which can promote the legal system and needto be developed in diversity. And then, the update of the idea of corporategovernance is also deeply in favor of Directors’ and Officers’ Liability Insurance.The existing supervision system (e.g. supervisor system) shall be fully operated, forwhich adequate protection to supervisors shall be provided. On the other hand,professional manager market needs to be further developed to realize the positivecircle between corporate administrate level and state legal institution level. Divisionof labor based on specialization of a group company helps improve the administratelevel of directors in China, too. In the end, the feasibility of Compulsory Directors’ and Officers’ Liability Insurance is discussed. As the conclusion, we arenot ready to carry out the institution of Compulsory Directors’ and Officers’ LiabilityInsurance. Even if we actually do it someday, its multiple aspects need to beadjusted and improved in advance. |
