A Study On The Liability Of Directors For Damage To The Interests Of Third Parties

Article 190 of draft revision of Company Law breaks the situation that legislative change of Company Law of our country and current law lack of director’s liability for damage to the third party benefit.But its content is not comprehensive,and directors’ liability for the third party is difficult to balance with its function.According to the analysis of the current situation of the non-uniform judgment results and the foreign legislative experience,Article190 of the revised draft of the Company Law should be perfected to complete the liability system of company directors for damaging the interests of the third party.Before the draft revision was published,there were many cases in which directors of companies harmed the interests of companies,shareholders and creditors.However,the courts at all levels did not form a unified judgment result in such cases and even lacked detailed judgment reasons.The lack of relevant legislation has led to different verdicts in the same case.Different courts have different judgment bases,which fall into the dilemma of wrong application of law and unable to determine the subject of proper liability.Theoretically,there exists the theory that the director is not liable to the third party and the theory that the director should bear the responsibility to the third party.There are some problems in the new article190 of the revised draft of the Company Law,such as unclear legal provisions,incomplete constituent elements,lack of defense grounds and unclear form of liability.The double nature of the director identity,the academic circle’s misunderstanding of the theory of legal body,the principle of risk control and the principle of protecting the interests of the third party are the main reasons for the director to bear the liability for damaging the interests of the third party.It is clear that there is an appointment relationship between the director and the company,and the director’s responsibility for the three persons should be defined as special tort liability.Japan,South Korea and other civil law countries and regions have the explicit expression of the liability system of directors for damage to the interests of the third party,but also make clear provisions on the exemption of liability,liability type,etc.The United States and other common law countries also proposed that the director’s misconduct should be jointly and severally liable to the third party,and also stipulated the third party’s litigation rights against the director or.Based on Article 190 of the revised draft of the Company Law,it is necessary to first clarify the relationship between the relevant clauses of the liability of the director,supervisor and supervisor,and determine the principle of liability attribution,constituent elements,defense reasons and forms of liability in the Company Law and judicial interpretation.In order to clarify the applicable legal provisions under different legal scenarios in judicial adjudication,according to the degree of fault in proportion to divide the scope of responsibility,to achieve the possibility of the same case and the same judgment.In addition,maintain the balance between the company’s operating efficiency and the rights and responsibilities of directors,so as to achieve the goal of maximizing the company’s benefits.