股份有限公司董事对第三人的损害赔偿责任

Compensation Liability of the Director of the Joint Stock Limited Company to the Third Party

董事因故意或者重大过失对第三人的损害赔偿责任,我国《公司法》对此缺乏一般性规定,这对于未上市的股份公司的第三人利益保护是非常不利的。分析我国股份公司董事对第三人赔偿责任立法现状及其不足,认为应当通过公司法做出诸如股份公司董事对包括债权人在内的第三人损害赔偿责任的原则性规定、区分不同种类董事的赔偿责任以及改进董事责任保险制度、完善股东诉讼机制和导入债权人派生诉讼制度等措施来适度强化董事民事责任,保护第三人利益,实现公司相关者利益的合理平衡,最终促进经济发展。

As a deed negligence , being liable of the director who causes losses to the third party , either willfully or through gross for compensation is concerned , Company Law of the People＇s Republic of China has no general stipulation about it. That is not beneficial to the rights and interests protection of the third party of the joint stock limited company having not its shares listed. This thesis studies on the current laws and its defects cosidersing compensation liability of the director of the joint stock limited company to the third party. It recommends that the company law makes general stipulation such as compensation liability of the directors of the joint stock limited company to the third party including creditors, and also recommends that other relative laws differentiate the different type of directors compensation responsibility , improve insurance system of civil liability of directors , rectify the suit system of the stokeholders and introduce creditors＇ derivative suit. Only in this way , it can rationally increase the liability of the directors, protect the rights and interests of the third party, realize rational balance of the interests between the s.＇.akeholders and enhance economic development in the end.