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Disquitition Civil Liability of the Director to the Party

Author: XieJunYan
Tutor: LiangKaiYin
School: Zhejiang Normal University
Course: Civil and Commercial Law
Keywords: Director Third Party Civil Liability
CLC: D922.29;D922.28
Type: Master's thesis
Year: 2011
Downloads: 75
Quote: 2
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Abstract

With the development of science and technology, competition is becoming increasingly fierce. And the management activities are becoming complicated, intelligent and highly specialized. Thus, the directors who own relevant professional skills appear as a new force on the history stage of company. As a manager and leader of the company, director can manage and control a company directly, so it is possible that director abuse the power for personal interests and affect the interests of others. This article discusses the theoretical basis about the reasons that directors shall bear the civil liabilities to the third people. Through comparing the domestic and foreign relevant laws, the author of this paper constructs the director civil liability system to the third party in our country. Finally the article discusses the restrictions of director’s responsibility from business judgment principle, article of association in company and director liability insurance and how to modify current laws to perfect our director’s civil liability system.The first part of this article analyzes the theory foundation about the director’s responsibility to the third person. As we all know, the responsibility of company can not cover the director’s civil liability, so that directors shall bear civil liability to the third party has become a necessity with the development of rights abuses principle and the contract network. To establish the director civil liability system not only can protect the interests of the third person but also be helpful to prevent the director form abusing the power and maintain legal justice.The second part of the article gives a comparison about company law in the two different legal systems. Through the comparison we know that the director civil liability system to the third party has been established in most countries. There are some differences on legislation and how to take the responsibility. But all of the countries support that the director and company shoulder the responsibility jointly. With the practice of company law in China, we should distinguish direct damages and consequential damages that are caused by directors. The directors and company should shoulder the responsibility jointly.The third part of this article discusses how to construct the director’s civil liability system to the third person in our country. Firstly, through the comparison of the company law in east and west, the article suggests that directors responsibility is special but lawful. Secondly, through comparison of company law in typical countries, the article suggests that we make the director undertake responsibility because of their fault usually, and for non-fault specially. According to the responsibility of the director’s nature and responsibility principle, we can analysis the responsibility’s subject, behavior, subjective and result. Thirdly, the article determines the range of director’s civil liability to the third person. Director’s responsibility is different when the company operated in normal or abnormal. Lastly, the article talks about the restrictions of director’s responsibility from business judgment principle, article of association in company and director liability insurance.The fourth part gives some amendments about some laws in our country which has relevant provisions of the civil responsibility of director, including civil law, company law, Securities law, bankruptcy law. Perfect the laws above can better the director civil liability system implementation. In addition, the article gives some advice about the scope of director’s liability, the imputation principle, the causal relationship, and the defenses of director to perfect director civil liability system.

Disquitition Civil Liability of the Director to the Party

Abstract

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