Research On The Directors' Liability Exemption System

The exemption system of director liability means that if the director's business decision-making behavior meets the legal standards in the business process,it is presumed to be the appropriate performance.The Corporation Law of China does not stipulate the standards and content of directors' duty of care,so the exemption system for directors' responsibilities is not clear.This condition causes the lack of a safe haven system in the operation of directors or managers in China,which is not conducive to the development and innovation of the company.This article will elaborate in the following sections:The first part introduces the general situation of the trial in which the case of the company is harmed by the director,and classifies the situation in which the judges assume that the director should take responsibility or not in the judicial judgment.The criteria for judging the responsibility of directors in judicial judgments in China are summarized.The second part analyzes the dilemma and reasons of the application of business judgment rule in China.Focusing on the problems especially in the judicial decisions.The third part introduces the standards for the exemption system of extraterritorial directors.Through the analysis of the case of the latest business judgment rule of Delaware State in Westlaw and the legal provisions of the German Shareholding Law on business judgment rule,we can explore the similarities and differences.By summarizing the revelation of extraterritorial judicial practice,it provides a model and lesson for the standards of the exemption system of directors in China.The fourth part puts forward suggestions for constructing China's business judgment rule,including forms,specific concept.Since many scholars have already conducted a large amount of discussions on the theoretical evolution of business judgment rule,this paper will use the strategy of domestic and extra-territorial case induction and comparison.