A Study On Director Liability To The Third Party

Director liability to the third party is an important component of the legislation of directors liability in contemporary corporate law. In our country,such research concentrates on director liability to the company, and infrequtly refer to director liability to the third party. This thesis discusses director liability to the third party and tries to strengthen the protection of the party.This thesis is divided to four parts except the preface and conclusion.Chapter first, comparatively study of tort liability of legal person and director liability to the third party in countries an regions belongs to continental la department. The director liability to the third party has overall understood. This thesis thinks that the current company law of our country have no related stipulation about responsibility of director liability to the third party, point out that the vacancy on the legislation of our country can not already meet the needs of the modern development of cowpony law and should establish director liability to the third party as soon as in our country. Therefore, on the basis of research into related theories, this thesis introduces the definition and characteristic of director liability to the third party. The definition is the foundation and premise of following parts.Chapter second, introduces some different attitudes about the legal nature of director liability to the third party in Japan and Taiwan district across the board, and analyzes their theory background , advantage and shortcoming. Following, the thesis evaluates two attitudes in our country ,and concludes that the legal nature of director liability to the third party is special liability and different from, liability under tort, accordingly directors have to face both the liability under civil law and the special liability under corporate law.Chapter third, the thesis discusses director liability to the third party' s components from 4 aspects: subject, subjective, behavior and result. Behavior element denote that director have shuck conducted behavior in conducting the company's post. Subjective element is that director is intentional and important fault in carrying out business from time to time. If the harm between the behavior of director and as the shareholder as thethird party is direct relation, director should undertake joint liability to pay compensation with company for shareholder;if it is indirect relation, director does not understate with company for the joint problem of liability to pay compensation of shareholder.Chapter fourth, pay attention to the applying mechanism of responsibility of director liability to the third party. For genuine realization of responsibility of director liability to the third party, shareholder and creditor must endow with the right of straightly indicting responsible director liability, but allocation of burden of proof is that director proves whether his illegal behavior have intentional or important fault. At the same time the thesis still points out the director conducted company's general affairs with non self-regard, his consciousness get certain restriction, the benefit of director need be protected.