Are the actions of a company director or officer harming the company? If so, the director or officer can be held liable, both internally (within the company) and externally in respect of third parties. Importantly, established case law narrowly defines the circumstances under which directors and officers can be held liable.

Conditions for directors’ liability

A director or officer is only liable if he acts in a seriously culpable manner. The threshold for holding directors and officers liable is high. This is because a director or officer can be expected to take certain risks. A director can only be held liable if he takes irresponsible risks (resulting in harm or loss). 

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 Grounds for directors’ liability

Internal liability hardly ever occurs (other than in situations involving insolvency). However, a director should be concerned about the Enterprise Court at the Amsterdam Court of Appeals (Ondernemingskamer) which will investigate whether or not mismanagement has occurred. A director must also be careful when entering into obligations which he knows (or should know) the company cannot fulfil. For example, if the company is virtually bankrupt and a director nevertheless purchases goods, he may be liable for unpaid invoices in certain circumstances.

VIOTTA supports you in the event of director’s liability

VIOTTA’s litigation lawyers are experienced in advising on and litigating matters involving directors’ and officers’ liability. VIOTTA often assists directors and other officers in both national and international proceedings. We know the ropes, because of our specific expertise and many years of experience. 

Need advice about directors’ and officers’ liability? VIOTTA is here for you

Thanks to our expertise and experience, we are well able to assist you, and because we always keep costs in mind, you will not be confronted with unpleasant surprises afterwards. Get in touch, we would be pleased to help you.

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VIOTTA is a law firm based in Amsterdam, specialising in providing advice in the areas of corporate law, mergers and acquisitions, contract law and corporate & commercial dispute resolution. We advise in transactional matters and litigate in commercial disputes. VIOTTA provides legal advice to its clients on Dutch corporate law matters, such as corporate governance, board structures, directors’ duties and liabilities, joint ventures and other collaborations. VIOTTA advises purchasers, sellers, management and other stakeholders in domestic and cross-border mergers and acquisitions (M&A).


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