On Directors’ Compensation Liability For Corporate Fine Loss

In today’s economic globalization,the role and influence of the company in the national economic development is growing.Following the law is the prerequisite for the normal operation and development of the company.Directors,supervisors and senior managers(hereinafter referred to as directors)act as the ’manager’ of the company,and often play a decisive role in whether the company can abide by the law.In view of this,the determination of the liability of directors for the loss of corporate fines according to law can not only restore the damaged business ability of the company in a timely manner,but also make the personal interests of directors and the interests of the company closely related,effectively curbing the occurrence of corporate crime.Although the system of directors’ liability in our country is becoming more and more perfect,the cognizance of directors’ liability for damages caused by corporate fines is inconsistent in judicial practice.Although the director liability system of China is becoming more and more perfect,but in the judicial practice,the cognizance of the directors’ liability for company’s fine loss is still not unified in understanding and legal application.This paper is divided into six parts.By sorting out the cases of determining the liability of the directors of corporate fine loss,this paper sums up the problems that lead to the inconsistent judgments of such cases.By using the method of comparative analysis,this paper focuses on the related issues of determining the liability of the directors of corporate fine loss in China under the current legal framework.The first part is the introduction.This part mainly expounds the origin of writing,explains the necessity of special research on the liability of directors for corporate fine loss,introduces the research status of this issue at home and abroad,and points out the disputes and deficiencies in the current theoretical research,as well as the problems existing in the relevant provisions of Company law.The second part takes a typical case as the breakthrough point,and points out the basis of claim right,the elements of liability fixation,and the conditions of exemption of directors’ liability for corporate fine losses in China from a positive perspective.The third part briefly summarizes the current situation of the system and relevant legal norms that determine the liability of directors for corporate fine losses in China,introduces three representative cases that are opposite to the judgment results of the first case,and analyzes and summarizes three basic problems that lead to the opposite judgment results.Combined with the judicial status quo,it is found that the two difficulties in determining the liability of directors for corporate fine losses are the behavior nature of directors when they have multiple identities such as shareholders(or shareholders’ representatives)and legal representatives,and the determination of the liability of directors for corporate fine losses in state-owned companies.The fourth part,in view of the above three problems and two difficulties in determining the liability of directors for corporate fine losses in China’s judicial practice,explores the ideas and theoretical support for solving the above difficult problems by comparing and analyzing the legal provisions,theories and judicial practice related to the liability of directors for breach of laws and regulations at home and abroad.The fifth part,based on the analysis and comparison of relevant legal norms,theories and judicial practices at home and abroad,puts forward the idea of improving the compensation liability system of directors of corporate fine loss in China.The sixth part summarizes the identification of the compensation liability of the directors of the company’s fine loss,and points out the relationship between the compensation liability of the directors of the company’s fine loss and the breach of the fiduciary duty of the directors,as well as the related problems to be further solved.