Chapter 5 Closing

The purpose of this dissertation was to explore the potential of directors’ liability as a mechanism for controlling the behaviour of directors. Recognising the various dimensions of directors’ liability and concepts of directors’ discretion and marginal judicial review to control directors’ behaviour (see Chapter 1), I studied directors’ liability as a system of sanctions and protections impacting on Dutch corporate governance. I identified three areas of research: 1) defensive behaviour among company directors; 2) serious reproach as the analytical framework for reviewing director’s liability in the context of art. 2:9, 6:162 and 2:138/248 DCC; and 3) directors’ ‘subjective good faith’ as a basic condition for valid discharge claims.Within these three research areas, I considered directors’ liability from the perspective of implicit and explicit sanction and protection measures. The findings, conclusions and propositions for improving the legal framework can be read in Chapters 2, 3 and 4. In this closing of the book, I aimto give some final reflections on how the research findings relate to existing debates and developments regarding directors’ liability.