Supplement On Directors And Management To Settle The Obligation

Breach of duty to shareholders after the contribution of directors and seniormanagement bear the corresponding supplement to settle the obligation, it is a majorinnovation in the Act, aimed at strengthening the directors and senior management ofthe faithful compliance with due diligence obligations, thereby guarantee the smoothrunning of the company, while protecting the legitimate rights and interests ofcreditors. On the theory of relativity itself is both a breakthrough this responsibility onthe existing independent corporate personality theory and deed, but also on theamendment and development of these theories. Unfortunately the Act Article13,paragraph4, of the existence of innate contradiction, there is no clear commitmentsupplementary liability of directors and executives of the nature, timing its obligationsarising from the establishment phase should also include the company. Combinecomplementary features and functions to settle the obligation in civil law, directorsand officers liability settlement supplement shall have the objective existence ofdamage, there are two or more legal relevance of the fact that the same damage, thepresence of the Lord clearly defined responsibilities and legal or the parties agree tothe four elements, while the judicial practice should be combined with theidentification of the business judgment rule, directors and executives of the auditrefinement, recovered and reporting obligations. Finally, directors and officersliability settled supplement can not be infinite zoom, and quick and effectiveprotection of commercial transactions, the directors and senior executive in thecompany’s affairs in line with the business judgment rule should be exempt from theirresponsibilities, and should lose the right to establish procedures and responsibilitiesto shareholders insurance system, the balance between the interests of the directors,senior management and creditors.In addition to the introduction of this article is divided into four parts:The first part is a Act on the liability of directors and senior managementsupplemental settlement terms outlined, and a tendency to the Act reflects the values of the protection of the interests of the creditors to reflect that should be balanced,including shareholders, promoters, the interests of creditors, directors andexecutives. Another combination of independent corporate personality theory and thetheory of relativity proposed contract, directors and executives assume supplement isactually an amendment to settle the obligation and the development of the abovetheory provides theoretical support for the later discussion.The second part of the analysis is carried out for the Act of Article13(4), theexisting problems, including the terms of its own contradictions, logical complementto settle the obligation and a supplementary basis to settle the obligation arisingduring the existence of wrong.The third section is intended to solve the problem of the application of judicialpractice, the theory discussed in the first part and the second part of the question thebasis of the analysis, and the executives of the companies bear responsibilityElements supplement systematic settlement construction, and proposed directors andidentified rules for the operation pipe diligence obligations.The fourth part is complementary to directors and executives bear restrictivemeasures to settle the obligation, mainly referring to directors and executives exemptfrom compliance with the corresponding liability in the case of the business judgmentrule and tried to establish the correct concept of commercial trials in the sex trade andfast seek a balance between security.