摘要
Abstract
Article 191 of the new Company Law clearly stipulates for the first time the civil liability of directors to third par-ties.It is necessary to affirm the significant value of this system in safeguarding the interests of stakeholders and promoting enterprises to fulfill their social responsibilities.However,given that the new Company Law has already strengthened the li-ability of directors,this system should be subject to certain restrictions in its application.Regrettably,the liability limita-tion mechanism for directors in the new Company Law has not fully achieved its intended function,forcing directors to seek other mechanisms to alleviate their liability burden.Moreover,as a new system,the liability of directors to third parties faces numerous challenges in specific application,and improper application may lead to excessive liability for directors.Therefore,a combined design of joint liability and supplementary liability can be adopted,and the scope of"others"can be defined as creditors in bankruptcy situations and the interpretation path of the government implementing public policies.Additionally,at the practical operation level,the liability boundaries should be delineated based on the specific duties of directors,and measures such as setting liability exemption clauses,establishing a cost compensation system,and purcha-sing director liability insurance can be implemented to reduce the potential liability of directors.关键词
企业社会责任/董事对第三人责任/责任免除/董事信义义务Key words
corporate social responsibility/directors'responsibility to third parties/exemption of liability/directors'fidu-ciary duty分类
社会科学
