Are the actions of a director of a company causing damage? If so, the director can be held liable. This may concern both internal liability (within the company) and external liability (towards third parties).

Importantly, it is evident from established case law that directors cannot be held liable without reason.

Conditions for directors liability

A director is only liable if he acts in a seriously culpable manner. The standard for directors’ liability is high. This is because a director can be expected to take certain risks. A director can only be held liable if he takes irresponsible risks (resulting in damage).

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Grounds for directors liability

Internal liability hardly ever occurs (other than in insolvency situations). 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.

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VIOTTA supports you in the event of directors liability

VIOTTA’s litigation lawyers are experienced in (advising and litigating in case of) directors’ 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 liability? Bring in VIOTTA

Thanks to this expertise and experience, we are well placed to assist you. And we always consider the costs to prevent unpleasant surprises afterwards. Contact us, we are happy to help you.

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VIOTTA is a law firm based in Amsterdam and is specialized in advising on 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 advises to its clients on Dutch corporate law matters, such as corporate governance, board structures, director’s 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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