Verhandeling

This study deals with certain main principles of liability of managing directors1of public companies (naamloze vennootschappen) onder Dutch law.

The purpose of this study is to analyse the main principles and system for civil liability of directors on the basis of Articles 2:9, 2:138, 2:139 and 6:162 of the Dutch Civil Code ("DCC"). I have investigated whether it was possible to arrive at a clear, consistent system of standards of conduct, standards of attribution, exoneration grounds and standards of judicial review, on the basis of which the wording of these relevant provisions could be synchronised. Particular attention was paid to the position of the individual director within the managing board. The scope of the joint and several liability of directors and the legal effect of a division of tasks within the managing board — in particular in the case of a one-tier board — on the liability position has been analysed.

This book contains separate chapters on the research in relation to the grounds on which directors may be held liable for misleading financial reporting and risk management failures.

During the research a main theme has developed, which I have tried to capture in the subtitle of this thesis: Een maatpak voor de board room (a tailored suit for the board room). Such a "tailored suit" can be found in this book in two ways. First, the attention that is paid to the liability position of the individual director within the board, with respect to which I have attempted to develop a tailored liability standard through attribution and standards of conduct. Second, the fact that in case law on directors' liability a standard of conduct — and possible standard of attribution — seems to have developed that is based on the concept of some kind of "standard director". I have stressed that the manner in which characteristics are to be attributed to such "standard director" is an important issue for the legal debate. How does such "standard director" need to be dressed up? I have argued that this needs to be done with sufficient attention to the characteristics and blame of the relevant directors: a "tailored suit".

The results of this study have been set out in various publications, which have been updated to form chapters 2 to 9 of this thesis. Based on the research I have done, I have come to a number of main conclusions, which will be summarised below.