System Of Two Free Throws In The Corporate Responsibility Research

In the early company law of the continental law and the common law system, although they had different opinions on the relation between directors and company, both of them agreed that the directors had born no other duties and responsibilities to the third party except the only duty of good faith to the company. When the third party's benefit being invaded because of directors' wrong behaviors, the third party can only request the company to undertake the responsibility, but not request the directors to undertake the responsibility.In parallel to the continuous growth of the company's scale, the company law improve greatly. The common law system countries have established the system of the Civil Liabilities of Directors to the Third Party of Corporation through a series of legal precedents, the continental law system countries have stipulated this system through the company law. However, our country's scholars just focus on liability of directors to corporation and ignore the liability to the third party. This article aims on perfecting the responsibility system of company legal person and establishing double-punish system of company legal person responsibility in our nation through studying foreign countries' law on the Civil Liabilities of Directors to the Third Party of Corporation.The article is divided into three parts: introduction, text, conclusion.The introduction elaborates the significance of studying the responsibility system of company legal person.The text is again divided into thee large sections.The first section introduces the legal principle base of company legal person liability. It includes the independent legal person responsibility of, the legal person independent liability system and open company's veil.The second section introduces the legal principle base of double-punish system and the related provision of other countries. Not only from abuse of authority law but also from company law and economics, we can draw a conclusion that the director should undertake the responsibility to the creditor when he violates the corresponding obligation. Many nations have made the stipulation on this question. So establishment double-punish system of company legal person responsibility is essential in our nation.The last section puts forward reforms about our nation's double-punish system on company legal person responsibility. In the reference overseas related stipulation's foundation, the writer thought that should carry on the construction from the following aspects: Firstly, we should determine clearly the scale of the director who should undertake the responsibility. Secondly, we should determine when the director should undertake the responsibility. Thirdly, we should determine subject important condition of undertaking the responsibility. At last, to preserve the director's initiative we can establish the director's to company's responsibility absolution system.The conclusion part is the author's conclusion on the double-punish system on company legal person responsibility.