Research On Exemption The Director's Liability In Chinese Company Law: Reflection And Reshaping

To establish good corporate governance structure, it is not only necessary to strengthen the duties of directors, which can better control their diligence and maximize company and shareholder interest, but also to exempt the liability of directors who had fulfilled his duties, which can give the director a free hand in management and operations without worry. For this reason, while strengthening the responsibility of directors, designing the necessary legal system to reduce or waive the duties of directors have become a normal practice in company legislation,so does the legal system in China. However, overview the exemption the director's liability in Chinese company law, there are many defects and shortcomings. To a certain extent, they affected the role played by the system and impeded the full realization of the interests of shareholders and the company. Thus, it is necessary to profoundly reflect the existing legislation, to find out the fundamental issues, and then to make out the basic strategy which can improve our legal system. And it is exactly the purpose of writing this paper. Focusing on two dimensions from the legislative and judicial, I will analysis and reflect the exemption the director's liability in Chinese company law. And I will point out the legal advice and concrete measures to reshape it, based on experience with foreign company legislation, in the hope for providing a useful theoretical reference to complete Chinese company law in the future.The article is divided into five parts. The main point of the first part is the meaning and value of exemption the director's liability,aiming to explain the need of improving exemption the director's liability in Chinese company law. The main point of the second part is the prominent problems of Chinese current system. It can be summarized as followed: first, the narrow scope of application of exemption by legal regulations; second, the absence of exemption by autonomy of the will; and third, the defective of specific criteria for judgment. The third to the fifth parts are intend to analyze and solve the problems, pointed out in the second part:expand the scope of application of exemption by legal regulations; introduce a reasonable way to exclusion the director's liability by autonomy of the will; improve the criteria for judgment. The innovation of this paper is that empirical analysis through the method of exclusion of liability of directors of Chinese perspective the inadequacies of the system, thus further improving the system of specific measures.