8.1 Introduction

The starting point of this research is the autonomy of companies as participants in the legal system on the one hand, and the protection from liability for the persons controlling and owning companies on the other. Under Dutch law, directors of legal entities are in principle protected against liability because their actions are attributed to the company, while the liability of shareholders is by statutory law limited to their contribution. In the case of a limited partnership, the limited partner enjoys the same limitation of liability, but its managing partners have less protection against liability than the directors of legal persons. They are jointly and severally liable. The limitation of liability is justified by a separation of powers and stimulates the entrepreneurial climate. The nexus between policy-making and liability is reflected in different regimes in which, in order to prevent abuse of legal persons, acting as a director is threatened with liability. This forms the common denominator of the three parts of the triptych discussed in this thesis: liability of the (co-)policymaker, identification and liability in group relationships and the liability of limited partners resulting from violation of the prohibition for this partner to be involved in the management of the company.