《公司法》经2005年10月修订后,股东代位诉讼得到承认,符合条件的股东有权为公司利益直接起诉董事、监事、高级管理人员(以下如无特指统称董事)。自此,各地人民法院审理的以董事为被告的民事诉讼案件普遍增多,在经济发达地区尤为明显。已公开的许多判决表明,《公司法》第150条~(**)是法院判定董事赔偿责任的主要法律依据。但是,在理论和审判实践中,董事赔偿责任的法律性质、归责原则、成立要件以及董事责任与第三人债务的关系,均有待澄清。 After the “Company Law” was revised in October 2005, the shareholders’ subrogation lawsuit has been accepted. Qualified shareholders have the right to directly sue directors, supervisors and senior management (hereinafter referred to as “non-specific” directors) for the benefit of the Company. Since then, the number of civil litigation cases handled by people’s courts at various levels with directors as defendants has generally increased, especially in economically developed areas. Many of the published judgments show that article 150 ~ (**) of the Company Law is the main legal basis for the court to determine the liability of directors. However, in the theory and trial practice, the legal nature of directors ’compensation liability, the principle of liability, the conditions for the establishment and the relationship between directors’ liability and the third party’s liability have yet to be clarified.