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Research on Civil Liability of Executives for Breach of Duty of Diligence

Author: SunLe
Tutor: SunShuYun；DiRuiQing
School: Shanxi University
Course: Legal
Keywords: Company executives Diligence obligations Civil liability
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 42
Quote: 0
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Abstract


148 of the Company Law of the People's Republic of China, China amended in 2005 provides for the executives of the company bears diligence obligations. Diligence obligations for company executives is a measure of the standard of competence. Modern company operating more and more decision-making power fell to company executives who rely on operating decisions for the community to decide enterprise development, and even life and death of the modern company executives diligence obligations are truly creating shareholder value, create wealth and enhance the fundamental guarantee of the quality of a company, it is a higher-level requirements. Diligence obligations are so important, but the provisions of the Law in China diligence obligations are too simple, there is no specific criteria for determining operability in practice. Therefore, the criteria should be looking for a suitable for China's national conditions, company executives diligence obligations, and on this basis a clear breach of the obligation of diligence on Civil Liability for company executives. This article consists of three parts. The first part: \Diligence obligations to the of clarity Company executives connotation based, drawing on the diligence obligations with civil law in the common law obligation of diligence on the criteria, clear standards of our the judgment company executives diligence obligations standard should be based on objective based behavior should reach that company executives should have the position they hold considerable skill, diligence and attention, but when the company the executives actually has the skills, diligence and attention to capacity beyond the level of the position they hold considerable time, the execution of duties the practical level, otherwise it will be considered a violation of the obligation of diligence. Part II: \First, a breach of the obligation of diligence company executives bear the kind of civil liability: a breach of the obligation of diligence on the company's civil liability company executives; two executives for the company in violation of the obligation of diligence on the civil liability of the third party. Secondly, natural risk sexual activities for the company, the company executives when making business decisions, what exactly fulfill the obligation of diligence criterion in practice is difficult to measure, therefore, should provide for the breach of the obligation of diligence obligations exempt from company executives with risk-transfer system, it is a good company executives in managerial decision to give full play to their initiative, to better protect the interests of the company and shareholders. Part III: \Retrieval of company legislation on company executives the civil liability provisions of the current situation, put forward to improve the legislative proposals, including the obligation of diligence criteria, violation of diligence obligations to creditors bear civil liability company executives, senior executives in violation of the obligation of diligence responsibilities The exempt, company executives violated diligence obligation liability insurance.

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