论董事对第三人的民事责任——评析《公司法》第152条

On the civil liability of the director for the third person--- Analysis of Article 152 of "Company Law"

董事对第三人的民事责任制度已经在许多国家(地区)的公司法中得以确定,而我国现行公司法由于受到内部责任说的影响,对该制度在设计上存在很多问题。文章对该制度进行了详细的分析,并提出新的制度构想,以符合现代公司的发展趋势。

The system of civil liability of the director for the third person has been identified in Company Law in many countries（regions）, whereas, due to the impact of internal responsibility, there are many problems in the system design in current Company Law in China. The article made detailed analysis on the system, and proposed the design to take the shareholders and creditors of the company as the object infringed by a director, the intentional or grossly negligent as imputation principle of responsibility, undertaken by the director jointly with the company.