董事对第三人责任制度研究

发布时间：2018-01-30 19:36

本文关键词： 董事第三人责任　出处：《湖南大学》2010年硕士论文　论文类型：学位论文

【摘要】： 董事在执行职务行为中,会与第三人发生许多法律关系。为防止董事滥用职权损害第三人利益,许多国家和地区制定了董事对第三人责任制度。由于立法层次低,我国董事对第三人责任制度并不能有效制约董事滥用权力,现实中已发生了董事侵害第三人利益的恶性事件,第三人与董事之间的矛盾冲突日益尖锐。结合我国实际,为了缓和董事与第三人之间的失衡局面,迫切需要完善董事对第三人责任制度,利用该制度来保护第三人利益、维护公司利益、防止董事滥用权力、完善公司治理结构。传统理论从法人本质说出发,论证董事与第三人没有直接法律关系,却忽略了董事与第三人之间实质是外部关系而不是内部关系。董事对第三人责任制度是符合诚实信用原则、公平正义、社会责任理念的,它不是对公司独立责任制度的否认,而是对公司独立承担责任制度的调整、完善。我国完善董事对第三人责任制度可以从以下几个方面入手：首先要提高立法层次完善该制度,弥补现有制度不具有普遍性的缺陷；对制度作出详细的、全面的定义,以弥补现有法律适用情形单一的局限性；其次,从法律实施和法律技术的要求而言,应当明确董事对第三人责任制度的构成要件；最后,董事对第三人责任制度需要和其他法律制度相配合才能更充分发挥作用。结合我国实际,应突破传统观念和理论障碍,完善董事对第三人责任制度,要求董事在经营活动中考虑第三人利益,对其在职务行为中造成第三人的损害承担责任,这与我国《公司法》第一条规定的将保护债权人和股东权益的宗旨是相一致的。
[Abstract]:In order to prevent the directors from abusing their power to harm the interests of the third party, the directors will have a lot of legal relations with the third party in the execution of their duties. Many countries and regions have formulated the system of directors' liability to the third party. Because of the low level of legislation, the system of directors' liability to the third party can not effectively restrict the directors' abuse of power. In reality, there has been a vicious incident in which the director infringed the interests of the third party, and the contradiction between the third person and the director has become increasingly sharp. In order to ease the imbalance between the director and the third person, the reality of our country has been combined in order to alleviate the imbalance between the director and the third party. It is urgent to perfect the system of directors' liability to the third party, to protect the interests of the third party, to safeguard the interests of the company, to prevent the directors from abusing their power, and to perfect the corporate governance structure. The author argues that there is no direct legal relationship between the director and the third party, but neglects that the essence of the relationship between the director and the third party is external rather than internal. The system of directors' liability to the third party conforms to the principle of good faith and is fair and just. The concept of social responsibility is not the denial of the independent responsibility system of the company, but the adjustment of the independent responsibility system of the company. Consummate. Our country consummates the director to the third party responsibility system may start from the following several aspects: first, must raise the legislation level to consummate this system, makes up the existing system not to have the universal flaw; To make a detailed and comprehensive definition of the system in order to make up for the limitation of the single application of the existing law; Secondly, from the legal implementation and the requirements of legal technology, we should make clear the constituent elements of the liability system of directors to the third party; Finally, directors need to cooperate with other legal systems in order to play a more full role in the third party liability system. In combination with the reality of our country, we should break through the traditional ideas and theoretical obstacles, perfect the system of directors' liability to the third party, and require the directors to consider the interests of the third party in their business activities. It is consistent with the purpose of protecting the rights and interests of creditors and shareholders stipulated in Article 1 of the Company Law of our country to bear the responsibility for the damage caused by the third party in the act of duty.
【学位授予单位】：湖南大学
【学位级别】：硕士
【学位授予年份】：2010
【分类号】：D922.291.91

【引证文献】