Directors' Liability : What Should Be the Minimum Degree of Harmonisation in the EU?

Moving the centre of main interests from one Member State to the another may have a significant impact on both the extent and the content of the directors’ duties and liabilities, as well as on the enforcement of these duties. This situation could result in uncertainty for the creditors and the directors alike. In my view, these difficulties could be resolved by the minimum harmonisation of the directors’ duties. The issue that I want to focus on refers to what could be the starting point for the common rules. In the first part of my paper, I will analyse by a fictional case study the rules concerning the directors’ duties in various Member States, and the changes in liability when a company becomes insolvent or comes close to it. In the second part, I will analyse the main characteristics of the procedures for establishing the liability of the directors (under what conditions and who can bring a claim). In the third part, I will summarize the differences and similarities of these rules and attempt to define the minimum standards for the EU harmonisation