论董事对第三人责任——以新修订的《公司法》第191条为视角

On the Responsibility of Directors to Third Parties—From the Perspective of Article 191 of the Newly Revised “Company Law”

此次新修订的《公司法》第191条规定了董事对第三人的责任制度,应将该责任制度区分为直接损害和间接损害的情形,并分别讨论两种情形下的责任构成要件。董事与公司作为独立的民事主体,过错董事应与公司承担连带责任,具体为按比例的连带责任。考虑到董事之间权力的差异性,有必要针对董事赔偿标准实施差异化调整,以实现对董事利益的合理均衡。Article 191 of the newly revised “Company Law” stipulates the liability system of directors to third parties, which should be divided into direct and indirect damages, and the constituent elements of liability in each case should be discussed separately. As independent civil entities, directors and the company should bear joint and several liability with the company, specifically in the form of pro- portionate joint and several liability. Considering the differences in power among directors, it is necessary to implement differentiated adjustments to the compensation standards for directors in order to achieve a reasonable balance of interests for directors.