Studies On The Civil Damages Liability Undertaken By Directors To The Third Party

In accordance with the theory of Automatic Right and Liberty in Anglo-American legal system, the rights which tend to affect others'legal status shall be appended with liabilities so that the affected legal rights shall be protected. In modern cooperate management; the directors enjoy increasingly boarder power which influences the interests of the shareholders, the creditors and even the public. For the purpose of balancing the interests among various cooperation subjects and manifesting the impartiality and justness, worldwide legislation and prejudication establish the directors'liability to third party one after another. For limitation of the traditional theory of the essence of juridical person, our nation has a vague clarification of director's liability to third party, which leads to the absence of mechanisms of accusing the fault one. The reflection in practice is that the middle and small scale shareholders suffer a lot of harms of their interests. Therefore, the method of establishing the directors'liability to third party is the most effective way to settle the abusing authority of directors and protect the safety of trading as well as third parties'interests. The author would like to have a discussion of the directors'civil liabilities towards the third parties as to regulate the directors'authorized conducts and protect the interests of third parties.The paper shall be divided into 4 chapters.Chapter 1 The theoretical foundation of directors'liabilities toward the third party.The legal statue is the foundation for the directors to burden the liabilities including the liabilities towards the third party. In this chapter, based on the different theories between Anglo-American legal system and Civil law system towards directors'legal statue, author introduces different kinds of theories, such as agent theory, entrust theory and cooperate theory which verify that the nations under Anglo-American legal system try to broaden the meanings of"cooperate interests"to establish directors'liability to third party, meanwhile, nations in civil law system establish this liability on relative interests. Secondly, based on three theories on the essence of legal person, author verifies that the theory which requires directors and cooperates to take joint liability in Imitate Theory and Real Legal Person Theory is logically disputed. Author also discovers that the two legal systems refined themselves by mixing agent theory and cooperating theory; therefore, the directors'liability to third party is founded. Chapter 2 The analysis of the legislation of directors'liability to third partyBy studying other nation's legislation of director's liability to third party, author finds that there are two kinds of system of legislation: one separates direct damage and indirect damage, another joint them. With analysis the aforesaid two legislations, author finds that the reason for their differences is because different nation holds different mind to the directors'liabilities to the third party. With compares, the directors held different liability when they take different roles as cooperate executive trust liability and tort liability. On common stage, the trust liability is an indirect trust liability, while in special condition it is direct trust liability. Base on this directors take different responsibility from different kind of liabilities.Chapter 3 Directors'liability to third partyWith the method of comparison and verification, author analyzes other nations'system of directors'liability to third party and designs the plan of subjects, conducts, result, burdening liability.Chapter 4 Directors'liability to third party in our nation's legislationIn this chapter author analyzes the theory basis of directors'third party liability in our nation and points out the defection of our legislation. Author reconsidered the real legal person theory and Company's organ's theory and gives a suggestion on composing the directors'liability to third party.