There are two referential out-of-town legislative modes of liability of directors to creditors during the critical period of company bankruptcy,that is,director's delayed bankruptcy application liability and director's improper transaction liability.Although the former can fit the fiduciary duty transformation theory of directors and curb the opportunistic tendencies of directors,it is unreasona-ble request to directors to be endowed liability to apply for bankruptcy and to identify in a timely manner when the company has reached the threshold of bankruptcy.The latter not only conforms to the theory of directors'fiduciary duty transformation,but also has the insti-tutional advantages,such as giving directors more options,more reasonable consideration of the existence of business risks and more suitable for China's bankruptcy ability.In one word,director's improper transaction liability mode is the appropriate rule pattern for China to construct the relevant system.
关键词
破产临界/不当交易责任/破产申请迟延责任/信义义务
Key words
the critical period of company bankruptcy/delayed bankruptcy application liability/director's improper transac-tion liability/fiduciary duty
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