Directors Responsibility

There are many provisions relating to the liability of directors in the newly revised the "Company Law", which is positive response our legislators to "Director-orientated" . In fact, this is a major breakthrough the new "Law", especially for affiliated transactions, directors duty of loyalty and the provisions of liability which is a more realistic and epoch-making nature. For example, Article 149, Article 125, Article 152 and so on. Unfortunately, however, that the above provision is only a broad-brush outline-style, and the internal logic is not more chaotic but the judicial practice is not operational. Specifically, its own logic does not seem close, there is no lack of conflict. The second is the operational level in a number of specific issues highlighted. It should be said that these issues present themselves in our "Company Law" and related judicial interpretations can not find relief measures. This not only led to court in such cases in a very passive position, but also allow the company, shareholders and to protect the interests of creditors in a precarious state.In this paper, a broad multi-country study was made about related transactions of directors and the regulatory responsibility of the relevant provisions of the law system and theoretical writings, in order to achieve a basic understanding of the system outside the responsibility of the legislative structure, institutional arrangements, as well as issues such as the practice of the operation. At the same time, related transactions from the perspective of PRC "Company Law" in the liability of directors to make a card in theory, appraisal and assessment and reflection which is related to this system has made the final interview from the system layer to build. In order to help china improve the system of company law and related theories of development.This article is divided into five chapters, and a total of more than 40,000 words. Chapter 1 is about affiliated transactions theoretical basis for the liability of directors. Transactions from the associated source of the liability of directors have discussed the importance of the liability of directors, a comparative analysis of the content of duty of loyalty at home and abroad, the United States Court of directors in breach of the obligation to review the standards. Chapter 2 is the responsibility of the directors of the company. Through the inspection system, a comparative analysis of contemporary research methods on the major countries on the related party transactions in violation of duty of loyalty by the directors to deal with the company responsible for the legislative body Tam out, and be a legal argument. Including the nature of the responsibility, liability and the burden of proof principles, procedures and responsibilities of accountable forms. Chapter 3 deals with aspects of the director's responsibility to third. In a comparative analysis of empirical studies and legal interpretation methods to study the liability of directors of the third design of the system on the basis of a summary of the third director of the theoretical basis for the liability regime, which constitute the elements, the recovery of duties and responsibilities of the form the issue of institutional arrangements; Chapter 4 on limitation of liability on directors. Mainly through the comparative analysis of methods, analysis of foreign-related legal system and its theoretical basis. Chapter 5 is related to the liability of directors of China's Company Law Review and reflect on the system. And to make the existing system of China's views are incompatible with reality, and on the basis of previous recommendations in light of national conditions in China on the basis of the related party transactions in the current duties and responsibilities of directors of the provisions of the corresponding sound. Including the Board of Directors of perfect obligations, the shareholders of the perfect system of derivative litigation and limit the liability of directors to improve the system.