董事责任限制制度探析

Research on System of Director's Liability Limitation

董事责任限制制度在世界范围内并不是一个新制度,经过长期的发展,在英美法系国家已颇为完善,并在许多国家的公司治理中发挥了重要作用。文章详细分析了董事责任限制的法理依据,对国外董事责任限制制度进行了较为详细的考察,并在此基础上从确立我国董事注意义务,借鉴和引入经营判断规则,合理引入董事责任意免除规定,完善我国董事保险制度等方面对如何构建我国的董事责任限制制度提出相关建议。

The system of the directors＇ limited responsibility is not a new one in the world. After long-term development, it has many perfect provisions in Anglo-American law system, and plays an important role in corporate governance in so many countries. The paper analyzes the legal basis of the directors＇ limited responsi- bility, and makes a detail investigation to its system in some foreign countries. Based on the research, in order to complete the system of the directors＇ limited responsibility of our country, the paper puts forward some sug- gestions, such as establishing the directors＇ duty of care in our country, referring and inducting the business judgment rule, rationally introducing the exemption by autonomy director＇s liability, perfecting the director＇s li- ability insurance system of our county and so on.