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System of Director’s Liability Limitation of China

Author: ZhangCuiCui
Tutor: ZhangJianQuan
School: Zhejiang Normal University
Course: Civil and Commercial Law
Keywords: Director Responsibilities of Directors Limitation of Liability of Directors
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 68
Quote: 0
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Abstract


With the general meeting centrism \It is because of the behavior of directors related to the company's fate, therefore, countries have increased by the Act, the directors' responsibility. However, good corporate governance model should be between strengthening personal liability of directors and directors liability relief to find a balance, neither let directors acts harm the interests of the company, its shareholders, but also to ensure that directors will not be too heavy responsibility in the course of business of the company is too conservative. Because conservative behavior and barbaric behavior will cause damage to the company. Scholars from various countries to recognize this situation, in-depth discussions on Directors' Duties Relief measures by legislators rose to the position of the law. The introduction of these measures to ensure the directors worry about their work plays an important role. Limitation of Liability of Directors system as a directors' liability relief measures, plays an important protective role of directors engaged in business activities, reduce operational risks faced by the directors business decisions. In the common law and civil law countries have a relatively perfect system design. Of \Meanwhile, China has little systematic theoretical studies scholars director of civil liability exempt from this system. In this paper, the Limitation of Liability of Directors system \This paper is divided into four parts The first part is the limitation of liability of directors of the basic theory of analysis elaborated the prerequisites and remedies Limitation of Liability of Directors. Through this part of the analysis, I point to the object of the Limitation of Liability of Directors Directors in good faith without gross negligence of the decision-making behavior on the company's commitment to money damages. The second part is the Limitation of Liability for investigation of extra-territorial directors. This section first describes the business judgment rule, then analyzes the limitation of liability of directors of United States and Japan the background of the legislative model and type in the United States, Japan and other countries; Through a comparative analysis concluded that: the introduction of China's current legal environment of commercial judgment rule may have certain constraints, the Japanese legislation on Directors' Duties afterwards exempt certain reference value. The third part is the need for analysis of the Companies Act Responsibilities of Directors and their limitations. This section first describes our law director responsibilities and their accountability mechanisms, and the need to limit the liability of directors; final conclusion: With the perfect director of accountability mechanisms, the director of the responsibility will show increase trend in the director incentive and restraint to seek a balance between the director of business decision-making power and the company, the interests of shareholders protection will be the focus of future discussions. The fourth part is the focus of this article. Board Limitation of Liability In our country there is a need for its existence, the author in this section from the liability of directors for the main applicable, the applicable conditions and limits the amount of directors' liability aspects of the Director Liability limit system specifically built on the preceding analysis.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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