Thursday 29 November 2007 at 12:45
Law and Finance Senior Practitioner Lectures
Outside Director Liability in Transatlantic Perspective
Speaker: Dr Markus Roth, Max Planck Institute in Hamburg
Venue: Oxford Law Faculty SCR
Modern Corporate Governance on both sides of the Atlantic relies heavily on outside and supervisory directors. Therefore focusing on outside directors, Germany, the UK and the US will be taken into account for a transatlantic perspective. The transatlantic view has to comprise the US-style business judgment rule which was incorporated in the German Stock Corporation Act in 2005. But also for a comparative discussion of the duties of outside and supervisory directors, German cases and doctrine are fruitful to consider. In the UK, court rulings leading to outside director’s liability are not obvious but the Companies Act 2006 now defines director’s duties. In the US, there were just twelve cases between 1980 and 2004, in which outside directors of listed companies made out-of pocket payments, only in Smith v. Van Gorkom based on a court decision. Due to the widespread use of supervisory boards in Germany not only in listed companies, there are at least a dozen decisions since 1979, in which German courts held supervisory directors liable.
Part of the Law and Finance Senior Practitioner Lectures
