Abstract
Amsterdam Law Forum (ALF) is the student-run 'International Law Journal' of VU University. Every year ALF publishes a winter, spring, and summer issue. The journal consists of three sections; scientific articles, opinion articles, and commentaries. As of this year, ALF also creates a section for inaugural speeches. In addition, ALF hosts a conference in spring with a relevant legal theme, where renowned speakers are invited to share their perspectives. Overall, ALF is a topical journal that provides a platform for established scholars and young academics to share knowledge, opinions and experiences and to make contributions to the international law discourse. Staff, PhD students and master students who have written a very good thesis are invited to submit an article to ALF. What is learned in the cradle is carried to the tomb: we are looking forward to sharing your articles on our website!
Highlights
In the media there is often news of mismanagement, bank crashes, corporate bankruptcies and government bailouts that are giving rise to more and more shareholders or stakeholders looking to hold directors liable for mismanagement
This paper proposes that the Netherlands make an exception to the general rule that the burden of proof rests upon the plaintiff suing a large company, considering the special responsibility that larger companies, in the finance sector, should have towards society as a whole
This means that the presumption part of the Delaware business judgment rule ismoved so that when a claim is brought against the director there is no rebuttal by the plaintiff required, but rather that the burden of proof is placed directly upon the directors to prove that they acted in compliance with their fiduciary duties
Summary
In the media there is often news of mismanagement, bank crashes, corporate bankruptcies and government bailouts that are giving rise to more and more shareholders or stakeholders looking to hold directors liable for mismanagement. This research will focus on the differences and commonalities of the business judgment rule between the US, the State of Delaware, and Germany, with the Netherlands claims regarding directors’ internal liability, for risky decisions with a negative outcome. In this thesis the following question will be researched: What would the difference in outcome be regarding Dutch directors’ internal liability cases from 2010 to 2018, if the Delaware business judgment rule would have been applied? Germany, being a civil law country, adopted the business judgment rule in their company law, and have generated jurisprudence over the years, which, against the background of shareholders and stakeholders seeking more protection, leads to the question whether the Netherlands should follow their lead or not. Such research has not been undertaken as of yet, this thesis
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