Hoofdstuk 8 Summary

Control and liability: a triptych on the liabilities of de facto policymakers of companies

This thesis focuses on the de facto control of Dutch companies. After a general introduction (chapter 1) and an explanation of the organisation of companies (chapter 2), the author first discusses the role of management board members of private limited companies and the degree of their autonomy (chapter 3). Next, three types of liability related to the de facto control of companies are discussed. The first is the position of actual (co-) policymakers. In the first part of this chapter the author discusses special statutory provisions in which (co-)policymakers are equated, in terms of liability, with formal directors under the articles. The second part of this chapter includes a study of the liability of (co-)policymakers based on general liability law (chapter 4). The following chapter is also divided into two parts and deals with the Dutch doctrines of piercing the corporate veil. The author first advocates the doctrine of identification in this regard, after which the author discusses the so-called indirect form of piercing the corporate veil from the perspective of groups of companies (chapter 5).The last part of the triptych deals with the liability of limited partners (commanditaire vennoten) under Dutch law. To this end, the author first discusses the current position of limited partners and then discusses proposals to amend the current statutory rules (chapter 6). His conclusion (chapter 7) includes both a contemplation of the triptych and a representation of parallels and contradictions discovered between the three forms of liability for the actual control of companies.