A Study On Corporation Manager's Civil Liability To The Third Party

This dissertation mainly studies the manager's civil liability to the third party, which mainly analyzes and solves the problems of the manager's liability to the third party for their malfeasance and abusing of power. The general idea of this dissertation lies in the base of manager's legal statues in the company to analyze their obligation to the company and third party and the liability when they breach the obligation. In addition, on the bases of legislation and practice of foreign countries this dissertation will put forward a fundamental and necessary corporation legislation advice, with which we can inspect the present relevant corporation legislation about the manager. Finally the dissertation will end up with a rational and feasible improvement for the existing corporation legislation to regulate the manager's civil liability to the third party. According to this general idea, the dissertation will be divided into four chapters.Chapter one will put forward the question about the civil liability of manager. In this chapter, firstly, some conceptions about the issue of this dissertation will be defined, secondly the core issue of the dissertation will be put forward with two well-know cases ,especially the Sanlu milk case which ended up with the corporation bankruptcy , leaving 30 thousands children to go nowhere for their compensations. This chapter will exhibit the necessary and importance of manager's liability to the third party. Chapter two will conclude the loophole of Chinese corporation legislation according to the comparison of the relevant legislation between civil law countries and common law countries. The comparison will provide a useful reference for the improvement of Chinese corporation.Chapter three will analyze the legal status and obligation of manager, connected with the differences between manager and other managers to tell the differences of the liability between manager and other managers when the manager breach the responsibility which they should bear. From this chapter, we will get a clear conclusion that when the manager should be responsible for their improper management and what kind of liability they should bear to the third party. Chapter four is the last part of the dissertation. In this chapter there are five sections. The first one is the historical evolution of manager's civil liability to the third party under the condition of market economy; the second one is rationality to investigate the manager's civil liability to the third party; the third one the characteristics of the manager's civil liability to the third party; the forth one are the elements which should exist when the manager should compensate the losses of the third party; the final section is the core section which conclude the rational and feasible advices for the improvements of Chinese existing corporation legislation.