「挂名董事」责任清算风暴在即，PE机构如何应对？

Core Viewpoint - The new Company Law has increased the risks associated with the responsibilities of directors, particularly regarding liquidation obligations, which can lead to potential liabilities for directors who fail to act promptly in the event of company dissolution [7][10][11]. Group 1: Legal Changes and Responsibilities - Under the new Company Law, the responsibility for initiating liquidation has shifted from shareholders to all directors, emphasizing their obligations throughout the company's lifecycle [10][22]. - Directors are now defined as liquidating obligors, which means they must act within fifteen days of the company triggering dissolution events to avoid liability [7][29]. - The law does not differentiate between types of directors (e.g., independent directors, employee directors) regarding their liquidation responsibilities, which increases the risk for all directors [11][28]. Group 2: Risks for Directors - Directors who do not participate in daily operations, such as nominal directors, are particularly vulnerable to these new liabilities, as they may lack awareness of the company's financial status [24][25]. - The case of an investment manager facing a lawsuit illustrates the potential consequences of neglecting these responsibilities, as they may be held liable for failing to initiate liquidation [2][6]. - There is a growing concern among industry professionals about the lack of awareness regarding these new responsibilities among directors, especially those from external investment institutions [25][33]. Group 3: Recommendations for Directors - It is advised that directors maintain close oversight of the financial situation of the companies they are involved with, especially in light of potential liquidation scenarios [11][12]. - If risks are deemed uncontrollable, directors should consider resigning and ensuring that the company updates its registration information accordingly [12][33]. - Directors should be proactive in monitoring for signs of dissolution, such as expiration of business terms or shareholder resolutions to dissolve, to mitigate risks [32][34].