Economic Analysis of Director Liability (In German)

Abstract

This article provides a functional overview on different forms of director liability from a law & economics perspective. It introduces key concepts of the economic analysis of tort law and applies them to sharpen the perspective on the doctrinal concept of “internal liability” (“Innenhaftung”) and “external liability” (“Ausenhaftung”) of directors vis-a-vis equity holders, creditors, and other third parties. After analyzing special problems arising from the accountability of directors to third parties (“Dritthaftung”), we put particular emphasis on problems of litigation and enforcement. The aim of the paper is to provide a functional tertium comparationis for the purpose of evaluating the national legal regimes described in this book.