根据董事责任保险理论的通说,故意行为系除外条款,因而上市公司虚假陈述引起的董事、高管的民事赔偿责任大多数不属于董事责任保险的承保范围,这种情况下,广大无辜的投资者的权利极有可能因为董事、高管赔偿能力的有限性无法得到实质的救济。本文将结合近年来“限薪令”的实施、法律的修订以及金融危机的影响等现实因素分析董事虚假陈述责任保险制度的困境以及走出困境可选择的路径。最后本文提出董事责任保险的社会化趋势进一步论证董事虚假陈述责任保险势在必行。 According to the theory of directors’ liability insurance, the intentional act is an exception clause, so most directors’ and directors’ civil liability arising from false statements of listed companies does not belong to the liability insurance coverage of directors. In this case, innocent investment It is very likely that the rights of those who fail to receive substantial remedies due to the limited compensation of directors and senior executives. In this paper, we will analyze the predicament of director’s false statement responsibility insurance system and the alternative route to get out of the predicament according to the realistic factors such as the implementation of the “salary limit order”, the revision of the law and the impact of the financial crisis in recent years. Finally, this paper presents the trend of socialization of director liability insurance to further demonstrate that directors’ liability insurance of false statements is imperative.