现代公司发展趋势是所有权与经营权日渐分离,这就使得股东和董事间关系更加复杂。董事在公司收购中地位和作用不断提高,应当对公司收购非正常失败承担主要责任。因而,正确界定董事责任的理论基础并细化公司义务违反与责任追究程序,将为我国公司收购立法的完善提供新的路径。 The development trend of modern companies is the gradual separation of ownership and management, which makes the relationship between shareholders and directors more complicated. The status and role of directors in the acquisition of the Company are continuously improving, and the directors should bear the primary responsibility for the abnormal acquisition of the Company. Therefore, correctly defining the theoretical basis of directors’ liability and refining the procedures of company obligation violation and accountability will provide a new path for the improvement of the legislation of corporate acquisition in our country.