The ways of interpretation and standard connection of the director's liability to the third party——focusing on Article 191 of the new Company Law of the People's Republic of China
There are many ways of the interpretation of Article 191 of the new Company Law of the People's Republic of China.Therefore,in terms of the scope of validity,there are conflicts between the director's liability to the third party in the direct damage scenario and the theories of legal body,representative and agency,as well as the conflicts between the director's liability to the third party and the theories of fiduciary duty,the relativity of creditor's rights and the object of infringement in the indirect damage scenario.However,based on the difference between the reality of the damage caused by the director's duty behavior and the presupposition of the above theory,the director's liability to the third party in the above two scenarios has a place in the current theoretical system.From the perspective of legal economics,Article 191 applies to both direct damage scenarios and indirect damage scenarios.In terms of the constitutive elements and legal effects of the director's liability to the third party,the direct damage scenario should adopt the mode of tort liability and joint and several liabilities,while the indirect damage scenario can combine the mode of breach of trust liability and the supplementary liability.In addition,there are problems in the connection between Article 191 and the Civil Code of the People's Republic of China,the Company Law of the People's Republic of China and judicial interpretation,and the Securities Law of the People's Republic of China,which should be specifically analyzed in conjunction with the relevant liability provisions when applicable.
directorthird-party liabilitythe new Article 191 of the Company Law of the People's Republic of China
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