限制董事经营责任法理的比较研究

The Comparative Study of the Legal Principle on Limiting Directors' Liability

2 0 0 2年 4月 1日开始实施的日本新商法中 ,有一个显著的特征是增加了限制公司董事经营责任的规定。这个被称为责任限制的制度 ,与上世纪 80年代中后期美国各州实施的限制董事责任之立法有着深厚的渊源。虽然受社会、经济、文化等因素的影响 ,两个国家的制度存在许多的不同之处 ,但都明确了一个理念 ,就是在强化董事民事赔偿责任的同时 ,也必须充分认识经营风险给公司发展所造成的负面影响 ,这值得我国在立法中加以借鉴。

There is an outstanding characteristic in Japan's new commercial law which went into effect from April 1st 2002: the regulation on limiting directors' liability was newly supplemented. This regulation is named The Limitation on Liability. It is closely connected with the legislation on limiting directors' liability, which was implemented by the states of the America from mid-late 1980s.Although the system between these two countries is greatly different by the effects of social, economic, culture influences, one is clear and definite: In the meantime of strengthening directors' liability on compensation, the negative influences to corporate development by the risk of business should be fully recognized. It is worth of being used for references in our legislation.