On The Jurisprudence Basis Of The Civil Liability Of Corporate Liquidation Obligors

As the undertakers of initiating liquidation procedure,corporate liquidation obligors should bear corresponding civil liability in order to ensure the order of liquidation and protect the rights and interests of company creditors.However,there are lots of confusions on the jurisprudence basis of the civil liability in the fields of practice and theory.And there are many flaws in the existing theories,of which the real cause is that most of scholars ignore the disposition of rights in Corporation Law.At the macro level of the disposition of rights and the structure of interests,the emergence of corporations is based on the sacrifice of the interests of company creditors.In the new situation,the interest structures of corporations have dissimilated.And the interests of company creditors are in danger of being infringed.It is necessary to reinforce the protection of company creditors.Under the balance and the tension between independent personality of corporation and the protection of company creditors,the civil liability of corporate liquidation obligors should have a proper position.Facing the coming liquidation,interest differentiation emerges among concerning subjects.It is likely to harm the rights of others and even risk adverse selection of company creditors that the rights of company creditors to claim civil liabilities are overemphasized.Liquidation system is aimed to distribute benefits fairly in order.With the emphasis on the order of liquidation and the restoration of ought-to-be results of liquidation,the civil liability of corporate liquidation obligors should follow the structure of disposition of rights in liquidation system in order to get the effects of reasonable risk allocation and the balance of the structure of interests.At the micro level,duty is a premise to liability.The study of the jurisprudence basis of the liability is based on the analysis of duty.As the liability in Corporation Law,the civil liability of corporate liquidation obligors has its unique origination.Corporate administrators including directors afford fiduciary duties.Should directors take responsibility if they violate the duties and damage the interests of creditors?German Law adopts the pattern of supplementary liability under indirect losses.And Japanese law adopts the pattern of liability of compensation under the subjective aspect of malice or gross negligence.There are essential distinctions between commercial liability and civil liability.And the asymmetry of liability and power of directors is likely to lead to the damage of interests of creditors.Based on special regulations in Corporation Law,directors should bear liabilities to company creditors in order to realize rational allocation of commercial risks.So the jurisprudence basis of the civil liability of corporate liquidation obligors should be identified as commercial special liability.Specifically,in the frame of liability,the behavioral liability of organizing liquidation should be affirmed at first.As for property liability,with the discrimination analysis of direct damage and indirect damage of creditors,the liabilities of compensation and the liabilities for satisfaction stipulated by the judicial interpretation are according to constitutive requirements of commercial special liabilities.What is noteworthy is that degree of care and the scope of liability of the commercial special liabilities assumed by corporate liquidation obligors should be adjusted appropriately so that achieve the goal of balance of the interest structure.