Research On Civil Compensation Responsibility For Independent Directors In The Dispute Of False Statements

The frequent occurrence of fraud in listed companies in recent years shows that the effect of the independent director system in the past two decades seems to be unsatisfactory,and it is necessary to rethink how to make it work.Studying the determination of civil liability of independent directors in the case of dispute over false statements is of great significance for giving full play to the role of independent directors and promoting the healthy development of listed companies.In terms of academic theory,there are different theories on what kind of related liability independent directors should bear: the theory of complete joint liability believes that independent directors should bear the same full joint and several civil liabilities as internal directors and companies;The theory of limited liability assumes that independent directors bear a limited liability different from that of internal directors and companies;the theory of no liability holds that independent directors shall not bear civil liability if they do not intend to do so.The theory of three-layer liability structure holds that the civil liability of independent directors should be distinguished according to various factors such as independent directors’ subjectivity and objectivity.The above-mentioned theories cannot well resolve the disputes arising from the determination of the civil liability of independent directors,and a more appropriate theory is urgently needed to resolve the disputes.The judgment of independent directors’ civil liability for compensation generally follows the judgment path from full joint liability to limited liability,from strict to slight liability,but this is the result of different stages of development of independent directors,and it does not mean that it can be universal Be applicable.In judicial practice,the different views on joint and several liability and supplementary liability,limited liability and unlimited liability,and reasons for mitigation and exemption are concrete manifestations of diversified adjudication ideas.The proportional joint and several liability in the Kangmei Pharmaceutical case aroused the fear of independent directors.In the judicial determination of independent directors’ civil liability for compensation,the core dispute is that when the company makes a false statement,the independent director’s behavior of not discovering the false statement has a negative impact on the investment.responsibility for all losses suffered by the parties.Traditional theories have their own advantages and disadvantages,and the selective neglect of civil liability is the reason why it is difficult to form a general consensus on the determination of independent directors’ civil liability.The lack of differentiation of information disclosure obligations of independent directors in legislation caused by the different roles of independent directors in the traditional theory,the lack of specific information disclosure obligations of independent directors,and the lack of specific liability relief mechanisms are the manifestations of "uncertainty" in legislation.Traditional theories do not unify the deterministic basis of independent directors’ civil liability,which leads to the imbalance of independent directors’ rights and responsibilities in judicial practice and the lack of specific judgment rules in judicial judgments,resulting in the "flexibility" of judicial judgments.The scope of obligation theory provides a rationalization path for the identification of independent directors’ civil liability for compensation,and provides a basis for the judgment of independent directors’ proportional and joint liability for civil compensation.Therefore,it is necessary to reasonably define the scope of the obligations of independent directors,and then correlate with the loss facts of false statements to determine their responsibilities.According to the different obligations undertaken by independent directors,the theory of differentiating responsibilities divides the responsibilities into complete joint and several liability-proportional joint and several liability-no liability,and the general obligations of independent directors are stipulated by law.Specific standards determine civil liability for compensation.The theory of differentiated responsibilities has the characteristics of differentiation and appearance.This theory is based on the theory of different responsibilities,and it may be able to improve compared with traditional theories.The rationality of the theory of differentiated responsibility is demonstrated as follows: first,the theory of fiduciary duty is the basis of the theory of differentiated responsibility;second,the theory of scope of obligation is the basis for the theory of differentiated responsibility;Compared with the traditional theory,the comparative advantages of this theory are as follows: First,it is conducive to realizing the legislative intention and maintaining the multiple values of commercial law such as efficiency and fairness.Second,it has a more legitimacy basis.The theory of distinguishing responsibilities is the specificization and clarification of the theory of scope of obligations,and according to this theory,relevant suggestions for system improvement are put forward.System improvement includes mandatory participation rules for independent directors under information review and rules for reducing and exempting independent directors under procedural review.Judicial adjudication rules include the redistribution of the burden of proof,the distinction of the importance of participating matters,the distinction of the professionalism of independent directors,and whether necessary procedures are performed.Through the construction of objective standards,the obligations of independent directors are generally standardized,and subjective standards such as the importance of participating matters and the professionalism of independent directors are used to assist in determining the civil liability of independent directors.Afterwards,a response to the previous case from a new theoretical perspective is given.