Modern Social Science Research

Article 191 of the newly revised Company Law explicitly stipulates that where directors and senior management personnel of a company cause harm to others in the performance of their duties, they shall bear corresponding legal liabilities to external third parties if such harm is caused by their intent or gross negligence. This constitutes a major highlight in the revision of the Company Law. However, there remain many ambiguities regarding the interpretation and application of its specific provisions, which have consequently sparked numerous debates. Against this backdrop, this paper conducts an in-depth discussion on the basis of reviewing the legislative background of this clause and analyzing the relevant legal norms and theories. It aims to clarify the understanding and legal application of the liability system for directors' and senior management personnel's compensation to third parties, promote the clarification and standardization of the legal liabilities of companies, directors and senior management personnel, and is of great significance for protecting the legitimate rights and interests of all relevant parties.

Corporate directors and senior management personnel; Liability to third parties; Constitutive elements; Nature of liability