The Research On The Tort Of The Company Director

The director tort is an act that a director infringes the interests of the company and the third person such as the shareholders and creditors, or causes them damage in the course of performing affairs in order to seek the illegal interests. It has three features, they include specificity of the subject of director tort, the performance of their duties, characterization of violating the interests of specific people. There are four elements about composition of director tort, they are behavior elements, subjective elements, the results and causal. Among them, the theory of appropriate causal relationship should be adopted in causal element and fault inference principle should be adopted in subjective elements. It is worth noting that director tort is different from directors'violating the obligation. The definition of director tort is not good to start from the point of view of the obligation. The specific circumstances of director tort are complex and diverse, however, they still can be divided into infringement on the company, the infringement on the shareholders and the infringement on creditors. Due to the impact of the traditional theory, Chinese company legislation does not provide the infringement on creditors, this is detrimental to the interests of creditors, which is necessary to be provided. About investigation of liability of directors, there are direct litigation, shareholder derivative litigation, the third party direct litigation. The subject of claim right belongs to the company in direct action; the subjects of claim right are directors in shareholder derivative litigation; in last action the subjects of claim right are shareholders and creditors. Generally speaking, the subjects of attribution of director liability mainly belong to directors. When directors infringe on creditors, directors and the company jointly bear the liability. The methods to bear include stopping tort, the return of property and damages compensation. The styles of directors'liability exemption include the exemption of shareholders meeting, the exemption of board of directors, the exemption of board of supervision and so on. Company Law should add the provisions about the limitation and exemption of directors'liability and consider the introduction of director liability insurance system.