Research On Independent Directors' Legal Liability

The introduction of the independent directors system into China happens at a time when China lacks a mature and favorable legislative environment for this system with many relative institutions imperfect and incomplete. Presently, the legal liability institution of independent directors, a mechanism to supervise and impel independent directors to abide duty, has special significance in China.This thesis illuminates the status quo of China's independent directors' legal liability institution, and points out its shortcomings. Subsequently, it focuses on making comparative research on actual out-of-pocket liability that independent directors face across countries, find that the legal liability risk for independent directors is same, whereas systems and provisions aren't different in each jurisdiction. It analyzes rationality of the phenomenon, and the reference significance of foreign countries' models to China.Through analyzing the two trends and approaches of aggravating and lightening independent directors' legal liability to explore basic notions and key factors for establishing the independent directors' legal liability institution, this thesis holds that the independent directors' legal liability institution is to balance the conflict of different parties and interests. Basing on this recognition, the author visualizes the construction principle of the independent directors' legal liability institution in China and proposes measures to perfect it.