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Directors ' Responsibility Research

Author: ZhengMuDong
Tutor: JiLiGang
School: Fudan University
Course: Legal
Keywords: Related party transactions Responsibilities of Directors Limitation of Liability Improve the system
CLC: D922.291.91
Type: Master's thesis
Year: 2009
Downloads: 287
Quote: 0
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Abstract


2005 new revised Company Law \In fact, this is a major breakthrough in the new Companies Act, especially the duty of loyalty and the civil liability provisions of the related party transactions in the director more realistic and epoch-making. For example, Article 149 of the Companies Act, the one hundred twenty-five, one hundred fifty-two. Unfortunately, however, the above provision just broad-brush-outline, on the one hand, the provisions itself seemed logical beneath tight, there is no lack of conflict during the period, highlights the other hand, many problems in specific judicial level. It should be said that these problems can not find relief measures in the existing Company Law and relevant judicial interpretations. This not only led to the court in the trial of such cases in a very passive position, but also to the company, its shareholders and the protection of the interests of creditors in a precarious state. To this end, this paper through extensive review of the relevant provisions of the multi-national company law system of the obligations and liabilities of the related party transactions in the director as well as the theoretical writings, and strive to be argumentation and analysis from the theoretical level through the legislative system of the foreign system, institutional arrangements. Theory of fiduciary duty and responsibility of the directors of the provisions of the \the Evaluation and reflection, the last interview from the system level to build. Helps to improve with the development of the theory of China's \This paper is divided into five chapters totaling four thousand words. The first chapter is the theoretical basis of the related party transactions in the liability of directors. Discusses two aspects of related party transactions and fiduciary duty, origin and standard of review of related party transactions were analyzed from the historical point of view of development. Followed by analysis of the content of the fiduciary duties at home and abroad, the specific content of fiduciary duty and related party transactions are defined; Chapter II of related party transactions in the responsibility of the directors of the company. This chapter investigated by the national system, with a comparative analysis of the methods discussed contemporary directors countries on related party transactions in breach of the duty of loyalty to the response to the legislative body of the company responsible columns and from the legal system and defects Sexual be demonstrated. Including the nature of the responsibility and the imputation principle and the burden of proof, and Responsibility program and form of liability. The third chapter deals with the related party transactions in the responsibility of the directors of the third person. This chapter with a comparative analysis, empirical research and legal hermeneutics research design of the national directors of the third party liability regime, summarized the theoretical foundation of the directors of third party liability regime, components, chasing a responsible manner and form of liability system arrangements; fourth chapter is a discussion on the limitation of liability of directors. Mainly through the comparative analysis method, the analysis of the foreign-related legal system and its theoretical basis; fifth chapter of the Companies Act \The chapter first four chapters of theory based on the analysis of the reasonableness of the current directors of the Company Law \combined on the basis of specific political, human environment and the suggestions for improvement of the current related party transactions in the provisions of the directors' obligations and responsibilities. Including the improvement of the obligations of the directors of the association, such as the \

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