Directors' Liability
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As a director, you make daily decisions that can later be scrutinised. Internal liability towards the company, external liability towards creditors, the tax authorities, or a receiver: the rules are strict and the consequences are personal.
We advise directors and supervisory board members on their duties and the recording of decisions, and we defend them if a claim is made or a receiver comes forward.
How we can help
Advice on proper governance and decision-making, discharge and indemnity, directors' liability insurance (D&O), defence against claims from receivers, creditors or shareholders, and liability in bankruptcy.
Recent work
Defence of a former director against a claim from the receiver following the bankruptcy of a wholesale company. The claim was withdrawn after submission of the board minutes and annual accounts.
Frequently asked questions
What is directors' liability?
Directors' liability means that directors and supervisory board members can be held personally liable for damages suffered by the company or third parties due to mismanagement. This can lead to recourse against the director's private assets.
When am I personally liable as a director?
You can be personally liable in cases of manifest mismanagement (in bankruptcy), tort against third parties, non-fulfilment of directors' duties, or selective payment of creditors. The threshold for liability is high: there must be a serious personal reproach.
How can I protect myself against directors' liability?
Protection is possible through good governance and documentation, timely engagement of advisors, D&O insurance, indemnities in shareholders' agreements, and compliance with statutory obligations such as filing annual accounts and correct tax returns.
What is D&O insurance?
D&O (Directors & Officers) insurance is a liability insurance policy for directors and supervisory board members. The insurance covers the costs of defence and any damages in liability claims. It is an important means of protection for directors.
What should I do if I am held liable?
Immediately engage a specialist lawyer and report the claim to your D&O insurer. Do not answer any questions or make any statements without legal advice. Collect all relevant documentation about the board's decision and the decision-making process.