Judith Caterina Rose-Maria LauriniOrganinnenhaftung bei Interessenkonflikten des Vorstands und Aufsichtsrats der Aktiengesellschaft

About this book deutschenglish

The standards for careful and conscientious action by members of the management board and supervisory board in the context of directors’ and officers’ liability are the subject of a lively academic and legal policy debate.

If members of the management and supervisory boards are afflicted with conflicts of interest, there is an obvious risk that the board members will resolve these self-interests to the detriment of the company’s welfare. As it is difficult to assess the extent to which conflicts of interest have influenced the business decisions of the management in individual cases, the question arises as to the conditions under which conflicts of interest are relevant to liability.

This work sheds light on how conflicts of interest influence the liability of management and supervisory board members and what specific due diligence requirements must be placed on the actions of management and supervisory board members in the event of conflicts of interest.

The author examines the effects of conflicts of interest on the liability of members of the management and supervisory boards of stock corporations with a focus on collegial decisions, answers the much-discussed question of the applicability of the business judgment rule in the event of conflicts of interest and specifies the effects of conflicts of interest on the standard of care under section 93 (1) sentence 1 of the German Stock Corporation Act.