The Analysis of the Legal Issues Concerning Directors’ Liability to Third Parties Under China New Company Law

Whether to introduce a general liability system for directors to third parties has always been a focal point of controversy in the revision of the “Company Law”. From a global perspective, only a few countries such as Japan and South Korea have established this system, and China’s attitude towards it has also gone through multiple transformations from rejection to tolerance, acceptance, and recognition. In fact, starting from the overall social interest, the introduction of this system has important theoretical and practical significance. It can be seen that China has made bold attempts to establish general rules for directors’ liability to third parties, but the relevant debates have not stopped. At present, it is necessary to clarify the nature, scope, and form of this liability, and to design a compatible system with other rules to fundamentally achieve the original intention of the system.