Directors'Liability to Creditors in the Context of a Corporate's Capital Outflow
The current round of corporate law revision still has not solved the problem of insufficient supply of creditor relief norms in the system of corporate capital outflow,and the norms of personal liability of directors to creditors need to be further clarified in terms of applicable scenarios and normative boundaries.Organizational law-based directors'fiduciary duties are heterogeneous from traditional contractual duties in terms of normative assumptions and functional definitions,and corporate solvency can have a structural impact on directors'fiduciary duties.Where a corporate loses the financial ability to meet its debts as they fall due,the traditional powers of the shareholders are transferred to the creditors and the directors are responsible for the interests of the credi-tors.In the normative construction of directors'liability to creditors,the business judgment rule should be taken as the standard of judicial review of directors'acts,and the corporate's insolvency should be the point at which creditors'right of action against di-rectors arises.In terms of the form of liability,while the corporate is jointly and severally liable with the directors,proportionate joint and several liability is imposed on the directors according to the degree of fault.Proportionalization of joint and several liabil-ity resolves the division of liability among directors once and for all,saves judicial resources with final adjudication,eliminates the uncertain risks faced by directors,corrects the distorted allocation of losses due to forced settlements,and provides a good background for the development of a directors'liability insurance system.
corporate capital outflowsfiduciary dutycreditor reliefproportionate joint and several liability
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