1.1 The motivational basis of the research

Willemsen Beheer v. NOM came at a critical time in Dutch corporate governance. At the forefront of the current global financial crisis, the Dutch Supreme Court held in a directors’ liability case that: ‘it is in the best interest of the company that directors are prevented from undesirable defensive considerations when they discharge their obligations.’1 Underlying this court decision is the assumption that taking risks is warranted to better the profitability and continuity of a company. If this claim holds true, stakeholders should favour governance mechanisms that allow bona fide directors to undertake risky projects and accept a high directors’ liability threshold.

I have taken the Supreme Court’s assumption in Willemsen Beheer v. NOM as the starting point of this research to study directors’ liability as a corporate governance instrument, an instrument to control directors’ behaviour. The disposition of directors’ liability within the context of corporate governance allows me to view directors’ liability as a cohesive system of sanction and protection against directors’ liability risks. I was greatly inspired by some of the socio-legal works elucidating the various dimensions of law and legal sanction as well as several empirical works at the intersection of sanction and trust. Indeed, I have considered these works as important stepping stones to undertake a legal and empirical research on the topic of directors’ liability as a system of sanction and protection.