董事、高级管理人员对股东直接责任的立法分析

Legislative Analysis of Directors and Senior Managers' Direct Responsibility for Shareholders

董事、高级管理人员原则上对股东不承担民事责任,但作为例外,在特定情况下,要求董事、高级管理人员对股东承担直接责任,该责任性质为法定损害赔偿责任,其构成也有异于一般的侵权责任构成。应明确规定董事对股东承担责任的具体情形以利于司法操作,针对不同类型的董事建立有区别的责任制度,有利于均衡董事、公司及股东利益。此外,有必要对我国公司法第153条中高级管理人员范围、股东利益予以界定。

In principle, Directors and senior managers do not have civil liability to shareholders, but, as an exception, directors and senior managers should have direct responsibility for the shareholders under certain circumstances. Such responsibility is the statutory liability for damage whose composition is different from that of the general tort Liability. Directors and senior managers＇ direct responsibility to shareholders should be clearly and concretely regulated to facilitate the judicial operation. Also, the system of different responsibilities towards different types of directors should be established to have a balance among interests of directors, shareholder and companies. In addition, the article approaches to define the scope of the senior managers and shareholder＇s benefit in Article 153 of the Company Law.