The Liability Principle of Company Directors’ Civil Liability
|Course||Civil and Commercial Law|
|Keywords||Directors of the Company Duty of loyalty Duty of care Civil liability Imputation Principles|
Began in the late 1990s , the theory of corporate governance in China by the extensive attention of academics and practitioners . Improve the company 's liability system and accountability mechanisms is generally considered to be an important element to improve our corporate governance . The company constantly improve the separation of powers theory development and corporate governance structure , shareholders will centrism gradually replaced by the Board centrism , the day-to-day operations of the company entirely controlled by the Board , and the development of their rights to have unstoppable momentum directors in the company 's position has also been greatly improved , and played a crucial role in the life and death of the company . Rights and obligations always correspond to enjoy how many rights will have to bear the number of the obligation can not fulfill the obligations of the law , when a director without good reason , must bear the resulting liability , the principle of culpability is a system of accountability of directors are an important part of this is the origin principle of directors Liability . This paper is divided into four parts , the director of the civil liability of the Principles of Responsibility made ??a more in-depth study . I combine new \content of the director of civil liability ; This article focuses mainly investigated the Directors of Civil Responsibility theoretical basis and Two Schools of directors liability provisions of the Principles of Responsibility ; Finally, of how to improve the system of accountability of directors some superficial legislative proposals.