Directors Liability Insurance System, A Number Of Legal Research

As the development of the market economy, there are more and more attentions paid to the protection of shareholders and stakeholders. Expanding directors' civil liabilities is becoming the trend and track of the development of corporate law. Owning to the encouragement of laws and the support of concerning systems, the amount of the litigation brought against directors for damages has increased dramatically. Whereas, corporate management is a kind of activity filled with risks, and even the most loyalty and diligent director may make a wrong judgment and a wrong decision, which will result in the heavy loss of his corporation and the corporation's investors, just because of the limitation of his knowledge and the lack of his abilities or of the slight negligence in mind. Thus laying too much emphasis on the director's liabilities will lead to the drain of qualified managers. Directors' and Officers' Liability Insurance (hereafter D&O liability insurance) helps us to deal with the dilemma mentioned above. When this system is accommodating the development of civil liabilities, it also contributes to sustain the balance of the rights and liabilities of directors and to promote the modernization of corporate management. Because the corporate system of our country is at the stage of perfecting and expanding the directors' liabilities now, to establish the system of D&O liability insurance is a sensible choice and is in keeping with the developmental rule of corporate system. However, there are also many obstacles in our law system and market circumstances, which hinder the development of D&O liability insurance in our country. Besides that, different opinions exist in the discussion on some specific problems involved in the D&O liability insurance system. Just on the basis of the current situation mentioned above, the writer tries to, through comparing the D&O liability insurance system of developed countries and using their experiences for reference, discussing emphatically some critical problems involved in the system and combing the specific analysis of our country's situation, illuminate how to resolve the contentious problems involved in the D&O liability insurance on the background of our country and how to make the system developing successfully in China. Therefore, this thesis is beginning with the introduction of developed countries' D&O liability insurance, then concentrates on the analysis of several critical problems after having clarified the system's significance and rationality. Finally, based on the analysis of the background in the aspects of market, legal system and social system of our country, the thesis provides some helpful suggestions in legislature and reformation which help to establish D&O liability insurance system in China. This thesis including three parts: The first part is of summarization about D&O liability insurance. The main content of this part is to introduce the emergence and development based on the premise of defining correctly the D&O liability insurance, and to clarify its rationality in two aspects of theory and practice. The second part focuses on the discussion about several critical legal problems involved in D&O liability insurance. In this part, the directors' duties and civil liabilities and the corporate indemnification system are introduced to be the background of D&O liability insurance. Then the discussion of the following critical legal problems of D&O liability insurance is the main point of this part, including the problems of coverage, apportionment of premium and insurance indemnity. At the same time, some suggestions are provided to resolve the problems, especially on how to make the D&O liability insurance adapted to the specific situation of China. Part III is of the development of D&O liability insurance in our country. At first, this part discusses the background and foreground for the development of the D&O liability insurance in our country. Then the writer focuses on the analysis of obstacles existing in the legal system, judicial system and corpo...