Following the financial crisis, major debates arise on the use of legalsanction to keep company directors in line with corporate governance.This dissertation po... » 

Following the financial crisis, major debates arise on the use of legalsanction to keep company directors in line with corporate governance.This dissertation positions directors# liability as a corporategovernance instrument; foremost affected by (stakeholders of) thecompany, significantly affected by courts. Legal (comparative) andempirical research brings strong analysis and arguments to improvedirectors# liability legislation and understanding of its potential toinduce directors# good practices. Confronting legal doctrine andpositive law with empirical reality, this dissertation sharplyidentifies when the boundary of directors# business judgment opens forjudicial scrutiny. Research I demonstrates how directors are affectedby directors# liability risks. Research II identifies factors of whendirectors are being held personally liable by courts. Research IIIdemonstrates poor corporate governance regarding discharge from personalliability for directors# bad faith actions by means of an informedshareholders# resolution. Results, conclusions and propositions arefounded 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 socialliterature study. «