Following the financial crisis, major debates arise on the use of legal
sanction to keep company directors in line with corporate governance.
This dissertation positions directors# liability as a corporate
governance instrument; foremost affected by (stakeholders of) the
company, significantly affected by courts. Legal (comparative) and
empirical research brings strong analysis and arguments to improve
directors# liability legislation and understanding of its potential to
induce directors# good practices. Confronting legal doctrine and
positive law with empirical reality, this dissertation sharply
identifies when the boundary of directors# business judgment opens for
judicial scrutiny. Research I demonstrates how directors are affected
by directors# liability risks. Research II identifies factors of when
directors are being held personally liable by courts. Research III
demonstrates poor corporate governance regarding discharge from personal
liability for directors# bad faith actions by means of an informed
shareholders# resolution. Results, conclusions and propositions are
founded on over 50 interviews with executive and supervisory directors,
extensive qualitative and quantitative case law analysis (2003-2013),
comparative legal analysis (Netherlands-Delaware) and legal and social
literature study.
