Research On The System Of Directors’ Liability Exemption

Seen from the development history of the company,"shareholder centrism" prevailed in the early stage of the company law.The shareholders’ committee could directly intervene and decide the board of directors and all the affairs of the company,while the board of directors was just a formal subsidiary institution.With the development of company theory and social economy,the company gradually moves from shareholder centralism to director centralism,and the power of directors is constantly expanding,and the investigation mechanism of directors’ responsibility is increasingly strengthened.The Company Law of Our country stipulates that directors have the duty of loyalty and diligence to the company,and also stipulates that directors should be liable for compensation if they violate the duty of directors.Only in the case of the objection recorded in accordance with regulations can directors be exempted from liability.How security director of exercise of the rights and not be bound hand and foot,how to ensure that the director of an obligation not to wear a heavy chains,how to avoid the remuneration of directors to receive only limited for the risk of unlimited compensation,how to highlight the director responsibility without affecting business decisions: specialization and efficiency,director liability exemption problems become a new topic.This paper will be expanded from the following four parts:The first part focuses on the basic theory of director’s exemption.Firstly,it is clear that legal liability comes from the existence and violation of legal obligations,and legal liability is a powerful guarantee to ensure the fulfillment of legal obligations.Secondly,the author expounds the basic theory of directors’ exemption from liability from two theoretical perspectives: balance of interests theory and incomplete contract theory.Finally,this paper expounds the specific provisions and existing problems in our country’s "Company Law" and other laws and regulations on director liability exemption,so as to explain the legislative value of director liability exemption system.The second part analyzes the applicable scope of director’s liability exemption in order to clarify the scope of director’s breach of legal liability.From the two main obligations of producing directors’ liability: duty of diligence and duty of diligence,we judge that the civil liability arising from the breach of duty of diligence is applicable to the exemption of directors’ liability,and the legal liability arising from the breach of duty of loyalty is not applicable to the exemption of directors’ liability.In addition,the liability of directors to third parties(including others and public interests)is the limiting circumstance applicable to director liability.The liability of a director to a third party means that the director shall bear the liability for damages caused to others due to improper operation and management.From the perspective of protecting the legitimate rights and interests of the third party,the company has no right to make a decision on whether to exempt this part of the liability of the director,but the third party shall decide whether to exempt the director.The third part mainly focuses on the judgment principle of the exemption of directors’ liability,trying to explain that there are "rules" to follow in judging whether the exemption of directors’ liability is not arbitrary.In addition to the exemption of directors’ liability for expressing objections and recording in the minutes of meetings,the specific judgment requirements for exemption of directors’ liability are explained from the perspective of business judgment rule: Within the scope of the director’s authority,the director can also be exempted from legal liability for business decisions made in good faith for his or her own benefit,even if it is later identified as wrong.This is a positive incentive and protection for the director to make timely business decisions based on good faith and reasonable judgment.Finally,the restrictive situation of director’s exemption is explained.The fourth part puts forward the principle and path of optimizing our country director’s liability exemption system.Considering China’s economic development stage and legislative culture and habits,China should adhere to the legislative principles of absorbing foreign advanced systems and combining China’s national conditions,and further put forward the optimization of China’s director liability exemption system.Including: the articles of association in advance,the resolution of the shareholders’ meeting of the company after the exemption,perfect the system of exemption of dissident directors and the introduction of commercial judgment principle.