Theoretical Proof and Legal Remodeling of Directors' Liability Towards Third Parties——Commented on Article 191 of Third Draft Amendment to the Company Law
Theoretical Proof and Legal Remodeling of Directors' Liability Towards Third Parties——Commented on Article 191 of Third Draft Amendment to the Company Law
The interests of creditors are frequently infringed by the administrators of companies,and a new agency problem arises between directors and third parties,which is an important agency problem in modern company law.In the context of the company law,a director at fault assumes liability in the case of direct or indirect infringement of the creditors'interests,and the forms of directors'liability are different ac-cording to the different operating stages of the company.At the same time,the director and the company are independent civil subjects,according to the principle of joint infringement,the director who is at fault should assume joint liability with the company.Finally,because of the different authority of different di-rectors,the compensation standards of directors should be differentiated to balance the interests of direc-tors.
关键词
董事责任/代理问题/信义责任/比例连带责任/赔偿标准差异化
Key words
Directors'Liability/Agency Problem/Fiduciary Responsibility/Proportional Joint and Several Liability/Differentiation of Compensation Standard
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