Legal Research On The Exemption System Of Directors’ Liability

If a company wants to operate or manage well,it must establish a reasonable corporate organization and allocate its rights and responsibilities scientifically;meanwhile,the company must also establish a perfect supervision system to prevent the abuse of rights.In the company organization,the board of directors is in the core position,plays a vital role,as one of the directors,is the actual operator and decision makers,therefore,it enjoys the rights granted by law or shareholders,it also bear the responsibility and obligations of the directors in the operation and management of the company,shall be liable to the company.However,with the continuous existence of the "centrism" of shareholders ",the excessive emphasis on the responsibility of directors and the imperfect directors ’ responsibility exemption system,many disadvantages began to appear.In today’s rapidly changing market,directors in order to avoid excessive responsibilities,dare not boldly make decisions,fear hands,and even the talent loss of directors,which are not conducive to the long-term development of the company.Therefore,improving the responsibility exemption for directors system has important significance to the development of the company.The article adopts case analysis and comparative research methods,based on the concept of directors,directors,analyzes the problems in Chinese legislative and judicial practice,draws from the mature business judgment rules or intended exemption system,and puts forward targeted suggestions.The author thinks that improving the exemption system of directors ’ responsibility should be conducted from two legislative and judicial aspects.Legislation:First,to improve the corresponding system,establish a diversified exemption of directors.Drawing on the off-domain experience,stipulate the exemption means and through the general meeting of shareholders or the board of directors.Second,we will improve the exemption system for objection directors.According to the problems existing in the objection director system,the system can play a better role in practice.Judicial:First,the establishment of an objective,subjective and complementary identification criteria.It is precisely because of the lack of clear and specific content or provisions of diligence obligations that lead to the lack of unified judgment standards in practice.Therefore,we should establish a comprehensive objective and subjective identification criteria.In the judicial practice of unified understanding,better achieve "the same case with the judgment." Second,the judge exercises his rights within the scope of his functions and powers,establish the degree of the burden of proving,and reasonably allocate the burden of proof.The uneven distribution of the burden of proof makes the directors exempt from liability.On the one hand,this is contrary to fairness,and on the other hand,this is not conducive to the relevant provisions of the directors ’ liability exemption system to play a better role.Therefore,the judge should,under the general proof principle of"who claims,who provides evidence",exercise his discretion,fairly allocate the burden of proof,reduce the shareholders ’ burden of proof,and make the judgment of whether the director fulfills the duty of diligence is more scientific and reasonable.