Research On The Legislation Of Directors’ Liability To Third Parties

At present,the corporate governance structure has shifted from "shareholder centrism" to "board centrism",and the rights of directors are constantly expanding.The role of directors in the company has also become very important.When directors perform their duties and activities,they may have various legal relationships with third parties,who are often at a disadvantage in this relationship.Countries have also established director liability systems to protect the interests of third parties.During the revision process of China’s Company Law,there have also been attempts to introduce a system of directors’ liability to third parties,but currently we still hold a cautious attitude.Although the adjustment of Article 190 of the two reviewed drafts is not significant,it can be seen that the theoretical game behind this system.The ways in which directors infringe on the rights of third parties are divided into direct and indirect infringement.The systems of revocation and subrogation rights can only adjust the direct infringement of directors on third parties,and for indirect infringement scenarios,the above systems are no longer applicable.Article190 of the Company Law(Revised Draft)attempts to provide normative constraints on situations where directors indirectly infringe on third parties.The central issue of the two review drafts is whether directors should bear personal responsibility towards third parties.This issue involves multiple important theories such as corporate independent personality,agency,and representation,so experts and scholars have been discussing it endlessly with varying opinions.This article uses comparative analysis to sort out the current legislation of civil law and common law countries.It analyzes and explores the necessity,nature,constituent elements,and applicable standards of directors’ liability towards third parties,and proposes countermeasures for the existing problems in current legislation,in order to provide reference ideas for future legislation in China.The responsibility of directors towards third parties is not just to limit their rights,but to seek a balance between the interests of directors and third parties.It is generally difficult for directors to have contact with third parties,but directors’ infringement behavior often infringes on the rights and interests of third parties through indirect or direct means.Third parties are in a vulnerable position in market transactions and require appropriate protection through legislation.However,directors occupy an important position in the operation of the company,and excessive expansion of the scope of directors’ responsibilities can stifle their creativity,leading to their timidity.Therefore,it is necessary to balance the rights and interests of directors and third parties.Legislation still needs to be improved,which is an important guarantee for safeguarding the legitimate rights and interests of third parties,forcing directors to actively perform their functions,and maintaining the good operation of modern market economy order.