Greener Journal of Business and Management Studies Vol. 1 (1), pp. 009-020, September 2011
© 2011 Greener Journals
Directors' Tortious Liability:
A Study of Case in Hong Kong and England.
CHEN Bing★ & LIU Shan*
★ Lecturer of Law, School of law, Jilin University. L.L.B. 2002, Mphil, 2005, Zhongnan University of Economics & Law; Ph.D.,2009, East China University of Political Science & Law. Visiting Scholar, 2008, University of Wisconsin-Madison; Visiting Research Student, 2007-2008, City University of Hong Kong; Senior Research Assistant, 2009-2010, Research Centre for Chinese & Comparative Law, City University of Hong Kong Email: chenbing @jlu. edu.cn
* Trainee Solicitor, Lee Chan Cheng Solicitors, BEng, 2007, Wuhan University; JD, 2009, PCLL, 2010, City University of Hong Kong Email: samliu@ leechancheng .com
Corresponding Author's Email: chenbing @jlu. edu.cn
The study investigates both of the Identification Approach and the Agency Approach, where director’s personal tortious liability is explained by the director is the company itself or simply an agent of the company. The research will primarily cover the jurisdiction of England.
The paper aims to i) review the modern development of director’s personal tortious liability for acts committed in the course of operating the company; ii) examine two main conflicting approaches, the Agency Approach and the Identification Approach, in relation to director’s tortious liability; iii) evaluate the two aforementioned models in relation to the modern society with the reference to recent case authorities. In conclusion, the authors explicitly support the proposition that the director’s personal liability in tort should be determined in accordance with the general principles of tort law based on the agency approach rather than any special principles shaped by company law doctrines based on the identification approach which will limited the director’s liability.
Key words: Directors' Tort; Identification Approach; Agency Approach; Assumption of Personal Responsibility