Organhaftung als Instrument der aktienrechtlichen Corporate Governance

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Abstract The work picks up the vital legal debate on management’s liability in German stock corporations and offers a structured presentation and evaluation of the multiple scientific proposals with regard to both the substantive liability regime and the enforcement of respective liability claims. The author’s conclusions result in an extensive suggestion on how to deal with the problem of management’s liability in the future. The analysis is not governed by abstract considerations of justice, but rather focuses on the risks and benefits that a particular design and application of the law bears with regard to the board member’s incentives. In this context, the legal issue of management’s liability is finally being connected to the problem of preventative suits between the different organs of a corporation. This connection, too, sheds light on the question of how breaches of fiduciary duties by board members can be prevented at an early stage.