Civil Liability Of Directors

Nowadays, with the globalization of world economy and culture, consultation and introduction of excellent innovative fruits of foreign legislation will be inevitable for the perfection of the corporation governance structure, especially in the background of the assimilative tendency of the international economic law. At present, a growing polarity exists in the regulation of directors' liability. American tends to reinforce directors' liability after the disclosure of Enron's scandal while Japan is liable to mitigate directors' liability in its recently revised Commercial Code. The different stages of the national economic development and social reality play an important role in the formation of the two extremes, therefore, we should select the legislative mode of the directors' civil liability system discreetly according to our unique national reality.The newly modified Chinese Corporation Law which became effective on Jan 1^st 2006 takes great effort in the perfection of the corporation governance structure, especially the directors* system, what's more, the new law consists a special chapter to regulate the 'Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a Company', but regretfully it still doesn't set up a perfect directors' civil liability system. As one of the core problems of the corporation governance structure, directors' civil liability system calls for systemization, standardization and integrity in order to provide practical protection for the legal rights of the corporations, shareholders and creditors and to the trade security as well. Based on the existing academic achievements and applying such methods as historical studies, comparative studies and systematic studies, this thesis focuses on the regulation of directors' civil liability system and makes some suggestions on its improvement as well, so as to do some help to the perfection of Chinese company law.This thesis is divided into four chapters. In the first chapter, I prevue the directors' civil liability by not only analyzing its nature, the foundation of its fulfillment and its function, but also discussing the legislative actuality and limitations. Then in the second chapter, I classify the directors into several types, furthermore, a detailed analysis of the constitutive requirements of the directors' civil liability is based on the classification. The third chapter...