The interpretation and application of the third-party liability system by directors and senior executives
董事、高管对第三人责任制度的解读与适用

摘要

新修订的《公司法》第191条明确了公司董事和高级管理人员在履行职务致人损害时，因故意和重大过失而须对外部第三人承担相应的法律责任，此乃《公司法》新修订过程当中的一大亮点。但在具体内容上如何理解和适用，仍然存在不少模糊之处，由此也引发了诸多争论。故本文在回顾该条款的立法背景，以及对关联法律规范和理论进行辨析的基础上开展相应探讨，旨在厘清董事、高管第三人赔偿责任制度的理解和法律适用，促进公司与董事、高管法律责任的明确化和规范化，对于保护相关各方权益具有重要意义。

Abstract

Article 191 of the newly revised Company Law explicitly stipulates that where directors and senior management personnel of a company cause harm to others in the performance of their duties, they shall bear corresponding legal liabilities to external third parties if such harm is caused by their intent or gross negligence. This constitutes a major highlight in the revision of the Company Law. However, there remain many ambiguities regarding the interpretation and application of its specific provisions, which have consequently sparked numerous debates. Against this backdrop, this paper conducts an in-depth discussion on the basis of reviewing the legislative background of this clause and analyzing the relevant legal norms and theories. It aims to clarify the understanding and legal application of the liability system for directors' and senior management personnel's compensation to third parties, promote the clarification and standardization of the legal liabilities of companies, directors and senior management personnel, and is of great significance for protecting the legitimate rights and interests of all relevant parties.