The Civil Liability Of Directors To The Third Party

The directors of civil liability for the establishment and development of the third person is an important manifestation of the Law of Company to protect the third Person. Increasing with the terms of the reference of the directors of the company with internal commence,directors abuse of power to harm the interest of the third person,this phenomenon are more and more widely viewed.So we should increase the punishment and the civil liability to the third person seriously,but this dose not mean that directors should bear the responsibility ultimately, It is appropriate to limit the directors of the Legal Regulation of the legal system of civil liability of a third person. Our directors are on the third party civil liability legislation and practice in a relatively backward state. Lack of legal provisions of the protection, a small amount of provisions to the directors of restrictions on the civil liability of the third person, scattered in the different categories of legal provisions, far from perfect.Proposed in this paper:First, clear the directors of civil liability against the third theoretical foundation to establish and clear the directors of civil liability on the third person, the actual control over the company from the shareholders’core doctrine "turn to the main core doctrine "of the board of directors dominated. This is the background of the directors of the civil liability against the third reality, the directors of the same system of civil liability of the third person with the directors of the company’civil liability system should become an important aspect of directors’ liability system, which recognition of the importance and value; Secondly, construction of targeted constraints the behavior of directors and restraint mechanisms, our company should set up the stage to prevent damage to the third party on liability mechanism, it should emphasis on the establishment on the establishment of the company to develop self government charter the role of prior constraints on directors’ behavior; Improper trading phase damage liability for the third mechanism, the company’ operations, the powers of the directors is special needed to be concerned to improve the company’operations; Improve the company into bankruptcy or the verge of bankruptcy stage of the director mechanism of prejudice to the third party liability in the company plunged into bankruptcy or to the brink of bankruptcy stage, who has some certain obligations and responsibilities of directors for the company’ employees, creditors and the bankruptcy property is closely related to, if there is breach of its obligations, the directors should bear corresponding civil liability; We should improve internal equity incentive policies and oversight mechanisms, effective supervision of the directors’property status, We should clear the directors’income linked to performance to effectively prevent the gray income of the directors to anti-prejudice the legitimate rights and interests of the third person.Recommendations on the civil liability of the third person of Directors will be confirmed as an independent legal system in the future, The specific design of the system:Firstly we should clear the directors of civil liability nature of the third person; Secondly, we must clear the directors on the civil liability of the third person on the limited range; Thirdly We should clear directors of civil liability of the third person for the situation and stage. Finally should establish the responsibility of the directors of the limitations and immunities.