董事对第三人责任三论

随着公司的发展,董事在公司治理中的地位日益突出。其拥有相当广泛的权力,就应当承担相应的义务。当董事违反这些义务而给第三人造成损失时,应与公司一道对第三人负连带赔偿责任。我国公司法应当借鉴两大法系国家的先进立法经验,对董事对第三人责任制度作出明确的规定。本文主要对该制度确立的理论依据、归责原则及构成要件等几个问题进行了研究,并对我国相关立法的完善提出了建议。

On Three Issues about Director's Liability for the Third Party

With the development of companies,the role of directors in corporation governance has become more and more important.Since directors have a certain widespread powers in and out,they should bear corresponding liabilities.Once they go against these liabilities to make damages to the third party,they should undertake the responsibilities with the company.Our Company law should learn the advanced experiences of the world to establish the system of director's liability for the third party.This article mainly makes discussions on three issues:the system's theoretical basis,the doctrine of liability fixation and the constituents of the liability.The author also puts forward some legislative suggestions to prefect our Company law.