公司董事、经理法律责任性质及构成分析

董事、经理违反忠实义务和善管义务给公司造成损害,应承担侵权责任而不是债务不履行责任.在董事会行为侵害股东利益的情况下,股东应直接告董事.损害事实一般只涉及公司和股东的财产损失,而且侵权行为与损害之间有因果关联性,主观上必须要有过错.

On the Nature and Constitution of Legal Liability of the Director and Executive of Corporate

The directors and the executive who break the duty of loyalty and of appropriate management to damage the corporate should assume the liability of torts rather than the liability of not performing the debts. Under the condition of damaging the interests of stockholders by the board of director, the stockholders should sue the directors. The facts of damage only involve the loss of the stockholder's property. The act of tort is related to damage and must be faulty subjectively.