Directors’ and Officers’ (D&O) Liability

In their study ‘Directors’ and Officers’ Liability’ the Institute for European Tort Law (ETL) and the European Centre of Tort and Insurance Law (ECTIL) explore the legal responsibilities of managers. The project brings together more than 30 experts and compares 13 key jurisdictions.

In recent years several cases concerning the liability of directors and officers have courted controversy. Arguments raised in such discussions oscillate between two extremes: on the one hand, the need for governing bodies to give a space to entrepreneurial discretion and on the other hand to ensure the protection of investors in and creditors of a company from the consequences of disadvantageous decisions by those bodies. In light of the geographical dispersal of the above stakeholders, the study seeks to offer a comparative insight into the liability of directors and officers in 9 key European jurisdictions (in particular, Austria, Czech Republic, Germany, Italy, the Netherlands, Norway, Poland, Spain and Switzerland) and 4 non-European jurisdictions (namely Brazil, Israel, Turkey and the United States). Amongst other things it investigates existing company law principles on the topic and examines their interaction with tort law and other fields with a view to suggesting principles for better stakeholder protection.

National reports are complemented by an economic analysis and insurance, conflict of laws and comparative reports. The study also benefits from case study analyses.