Expertenrat und Organhaftung (Reliance on Experts and Directors' Liability in German, UK and US Corporate Law)

Kölner Schrift zum Wirtschaftsrecht (KSzW), Vol. 4, No. 1, pp. 3-9, 2013

Max Planck Private Law Research Paper No. 13/3

Posted: 22 Jan 2013

See all articles by Holger Fleischer

Holger Fleischer

Max Planck Institute for Comparative and International Private Law

Date Written: December 6, 2012

Abstract

With the increasing complexity of modern corporations, directors and officers are more and more dependent on competent advice. In corporate law whether a director, in discharging his duties, has a right to rely on expert information, reports, and statements has therefore become a key question. This paper addresses the "reliance defence" from a comparative perspective, analysing the relevant case law and specific provisions in German, UK and US corporate law. Special attention is given to reliance on professional advisors, e.g. legal counsel, accountants, compensation consultants, financial advisors. In shaping the elements and limitations of a right to rely, this paper advocates a level of reliance that prevents both an "underinvestment" and "overinvestment" in expert advice.

Please note that this is an article published in German.

Keywords: directors’ liability, right to rely, reliance defence, professional advisor, German, UK and US corporate law

Suggested Citation

Fleischer, Holger, Expertenrat und Organhaftung (Reliance on Experts and Directors' Liability in German, UK and US Corporate Law) (December 6, 2012). Kölner Schrift zum Wirtschaftsrecht (KSzW), Vol. 4, No. 1, pp. 3-9, 2013, Max Planck Private Law Research Paper No. 13/3 , Available at SSRN: https://ssrn.com/abstract=2200335

Holger Fleischer (Contact Author)

Max Planck Institute for Comparative and International Private Law ( email )

Mittelweg 187
Hamburg, 20148
Germany

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