Theoretical Approach to Directors' Liability to Third Parties and Construction of Applicable Rules of Fault Liability

Article 191 of the new Company Law formally elevates the theory of directors' liability to third parties to a legal system recognized and protected by the Company Law. The premise of this article is that the director's liability to third parties is subjectively intentional or grossly negligent, but it does not further clarify the content of the director's subjective intentionality and gross negligence, judgment standards and other elements, which may bring about inconsistency in application. Therefore, this paper will start from the fundamental theory of the director's liability to third party system - corporate organs, fiduciary duty and legal liability theory, explore the theoretical approach of the director's liability to third party, review the controversy and problems of the fault liability of the Company Law Article 191, and construct the fault liability of the director's liability to the third party with a purpose. The rules of application of directors' liability to third parties are purposefully constructed.