Whether the Company Law sets the civil liability of the director to the third party and how to construct the system are the focus of the debate in this revision.Due to the limitation of the internal liability theory of traditional legal body,our legislation lacks the general rule of director's liability to the third party,which is already out of date.The direc-tor's civil liability to the third party is the statutory responsibility of both the behavior law and the organic law.To establish this responsibility,we should not only understand the essence of the dual personality of the director bearing both the legal person and the individual,but also see the fact that the director controls the company and forms a fiduciary obligation rela-tionship with the third party,so as to carry out theoretical innovation for improving the law.Under the current background,China newly adds the general rule of director's civil liability to the third party,which is in line with practical requirements for optimizing corporate governance,but there are adverse factors excluding this rule.The legislation must consider its for-mation mechanism and operation environment.The constitutive elements of the new article of civil liability of the director to the third party in the Company Law,it must be accurately comprehended by categorization to reveal the dependency rela-tionship in the protection structure of the third party's double liability.This article embedded in the corporate law system must be compatible with other relevant norms,harmonious unity,avoid legal conflicts,in order to give full play to the pre-set function of legislation.
directorthird party civil liabilityofficiatedeliberatelysubstantial fault
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维普
