| 英文摘要 |
In determining civil liability for breaches of the duty of diligence, the dominant view in Chinese academia follows a tort-based approach. However, Chinese judicial practice has not strictly followed this model and exhibits certain unique characteristics. These characteristics include the absence of an independent discussion on subjective fault, the recognition of company losses beyond mere losses of property rights and a results-oriented approach in determining the constitutive elements of liability. The root of these particularities in judicial practice lies in the special mandate-based legal relationship between directors and the company. Therefore, improving the traditional tort-based model requires consideration of this mandate relationship. Regarding the constitutive elements, the determination of subjective fault should be integrated into the assessment of whether the director has violated the duty of diligence. The identification of such a violation should be classified according to the specific type of duty of diligence owed by the director. Company losses should include not only losses of property rights but also pure economic losses and losses related to maintaining corporate procedural integrity. In assessing causation, special attention must be given to the impact of collective decision-making mechanisms. As for the legal consequences, civil liability should not be limited to damages compensation. The specific determination of damages must pay special attention to the quantification of losses related to maintaining corporate procedural integrity, the introduction of the foreseeability rule and the rule of offsetting benefits against losses, as well as the legal relationships among multiple directors who have breached their duty of diligence and between such directors and the company. |
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