Dissertation on Directors' Liability and Corporate Governance

In the wake of the financial crisis, the issue of directors' liability in relation to corporate governance has become a subject of intense debate. This groundbreaking dissertation explores the concept of directors' liability as a crucial instrument of corporate governance, highlighting its impact on stakeholders and the role of the courts in enforcing it.

Combining legal, comparative, and empirical research, this dissertation presents a comprehensive analysis of directors' liability legislation and its potential to foster good practices among directors. By examining both legal doctrine and real-world scenarios, it offers valuable insights into the boundaries of directors' business judgment and when it becomes subject to judicial scrutiny.

The research conducted in this dissertation is multi-faceted. Research I delves into the risks faced by directors due to liability concerns, shedding light on the factors that influence their decision-making process. Research II focuses on the circumstances under which directors can be held personally liable by courts, providing a framework for understanding the legal implications. Research III critically examines the discharge of personal liability for directors' actions in bad faith, emphasizing the importance of informed shareholders' resolutions in upholding good corporate governance.

The results, conclusions, and propositions put forth in this dissertation are not mere theoretical conjectures but are based on extensive empirical evidence. More than 50 interviews with executive and supervisory directors have been conducted, offering valuable insights from industry practitioners. Additionally, a meticulous analysis of qualitative and quantitative case law spanning from 2003 to 2013, comparative legal analysis between the Netherlands and Delaware, and an extensive study of legal and social literature have been undertaken to provide a comprehensive foundation for the research.

This dissertation serves as a crucial resource for those interested in understanding the relationship between directors' liability and corporate governance. Its findings have important implications for policymakers, legal professionals, and corporate leaders seeking to enhance corporate governance practices and promote better accountability among directors.