Research On Directors' Liability For Dam Ages For Breach Of Duty Of Care

With the gradual transition of modern corporate governance from "shareholders' meeting centrism" to "board of directors centrism ",the influence ability of directors on company management decision is increasing day by day.The decision-making power of management and management of internal directors has been continuously improved,and the right to conduct commercial transactions on behalf of the company has actually had the ability to influence the success or failure of the company's operation and development.Therefore,under the background of the modern corporate governance structure of "board centrism ",it is undoubtedly necessary to explore the establishment of the legal supervision and restraint mechanism of directors from the legal norm level,to prevent directors from abusing their own functions and powers,and to make it clear that when directors violate the duty of attention,they should bear the corresponding losses,liability for damages.This article is divided into eight parts,focusing on the analysis of directors in violation of the obligation to pay attention to the composition of liability,the scope of compensation for damages and improve the relevant provisions of China's directors in violation of the obligation to pay attention to the specific measures.The first part is the introduction.Starting from the practical problems,this part leads to the existing problems of the directors' liability for damages in violation of the duty of attention,and analyzes the existing research and models,puts forward the research objectives and key problems to be solved,and expounds the innovative significance of the thesis.The second part is the basic theory of directors' liability for damages for breach of duty of attention.On the basis of clarifying the concept of director's duty of attention,this paper analyzes the theoretical basis of director's duty of attention and loyalty.Then from the concept,characteristics,damage compensation principle three aspects ofdirectors in violation of the obligation to pay attention to the liability for damages summarized.The third part is the liability of directors for breach of duty of care.In the course of the research,this part analyzes the legal nature of the director's liability for breach of the duty of attention,and the corresponding principle of imputation of compensation,and then analyzes the constituent elements of his liability.The fourth part is the scope of the directors' liability for damages in violation of the duty of attention.This part analyzes the factors that affect the scope of damages,and explains the classification of damages that the directors violate the duty of attention,the determination of the degree of loss,and the calculation rules of the amount of damages.The fifth part is the experience and its mirror.This part gives a comparative overview of the relevant provisions on liability of extra-territorial directors for breach of duty of attention,focusing on its reference significance to our country and its introduction and application.The sixth part is the present situation and deficiency of our directors' liability for damages in violation of the duty of attention.On the one hand,this part of the legislation of the directors of our country in violation of the obligation to pay attention to the relevant provisions of liability,on the other hand through the collection through the collection and collation of the judicial big data,the judicial organs of the corresponding judgment views and judgment technology analysis,clear the interests of the judicial definition of the way,analysis of the directors of our country in violation of the obligation to pay attention to the existing problems.The seventh part is to perfect the initiative and the basic direction.This part starts from the legislative choice,the judicial suggestion and the company autonomy these several aspects,has elaborated the adjustment and the consummation our country director violates the duty to pay attention the liability mechanism concrete measure and the development direction.The eighth part is the conclusion.