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合理的公司治理结构不仅需要强化董事的法律义务,例如审慎义务、勤勉义务;也需要对已然尽到这些责任仍陷于诉讼的董事进行合理免责。因为公司运营本身存在诸多不可预料的风险,合理的免责可以使董事在公司日常管理中能够轻装上阵,放手经营。但我国董事责任免除机制立法并不完善,需通过对外国制度考察借鉴,对制度现状进行反思与重塑。
A sound corporate governance structure not only requires strengthening the legal obligations of the directors, such as prudential obligations and diligent obligations, but also requires reasonable exemption of directors who are already litigated to fulfill these responsibilities. Because there are many unforeseen risks in the operation of the company itself, reasonable exemption can enable the directors to operate lightly in day-to-day management of the company. However, the legislation on the mechanism of exemption of directors’ liability in our country is not perfect. It is necessary to reflect on and remodel the status quo of the system by studying and studying the foreign system.