Civil Liabilities Of Company Directors To Third Party

Numerous victims suffer damage because of wrong decision of director board anddirectors’ act of duty in Sanlu milk powder incident. Sanlu Group declared bankruptcy.Directors and relevant responsible persons bore administrative responsibility and criminalresponsibility, but did not bear civil responsibility to victims. The theory of Organ of judicialperson places a dominant position in our civil act, and it asks corporate to bear director’responsibility, due to their bad behavior. Directors enjoy extensive rights and bear limitedliabilities in modern corporate. Director’s rights and responsibility is asymmetrical. Illegalbehavior of directors brings harm not only to corporate interest, but also to third party. Ourlaw only requires directors to be responsible for company, and lacks of provisions for thirdparty whose loss can’t be got effective relief.In this thesis, the author takes Sanlu milk powder incident as a clue, analyzing director’spersonal responsibility for third party, aiming to perfect responsibility system of director,regulate director’s duty behavior and protect legitimate rights and interests of third party.Besides the preface and the conclusion, the structure of the thesis is divided into fourchapters.The first chapter introduces Sanlu milk powder incident, and points out the lack ofdirectors’ liabilities to third party from the angle of reality. Directors should assume personalliability to third party.On the basis of analyzing defaults of our civil legislation about director’s liability, thesecond chapter demonstrates the necessity and feasibility of the system, and discusses itspositive significance from three fields, including the harmonious unification of law,safeguarding the interests of the company and ensuring the stability of the society.By research on the juristic person theories, the legal status of director and the reality ofdirector’s rights and liabilities, this chapter begins to discuss the jurisprudence basis of theliabilities that directors should bear to third party.In this chapter, the author analyzes doctrine of liability fixation by the comparison oflegislation of Japan, South Korea and China’s Taiwan region. Also in this part, the authorsummaries the constituents of the system, implement of it, procedure of the system andexemption in the specific situation.