本文对企业独立董事的民事责任、胎儿的损害赔偿等近年来我国民商法的若干疑难问题进行分析,结合国内外目前的相关法律规定,探讨相应的解决办法。 This article analyzes some difficult problems in China’s civil and commercial law in recent years, including the civil liability of the independent directors of the enterprise and the compensation of the fetus, and discusses the corresponding solutions based on the relevant laws and regulations at home and abroad.