Liability of the Board of Directors in the Banking Sector

Frederik Herholdt Samuel

Student thesis: Master thesis

Abstract

In November 2017 the case against leading members of Roskilde Bank, ended with at ruling of not guilty by Østre Landsret. The boards of directors were met with a personal lawsuit, explained with the board’s negligent behavior. On the back of the financial crisis the Danish government presented additional law for companies in the financial sector. The bill was introduced as a mean to heighten the standards set for Danish companies. The Danish Supreme Court stated in their judgment on the real estate association an introduction to the Business Judgement Rule. This raised the question whether a BJR defense were entering Danish law. Regulation for the board of directors reveals that the incentives to act according to the principal are centered on the economic incentives and irrational behavior. This master thesis focuses on the possibility to explain the connection between the legislation and the economic incentives to act in the principal’s best interest. In regards to the connection between the two, the possibility of changing the law could prove as the best response to the dynamic nature of the industry. The conclusion of this master thesis concludes that changes in legislation regarding the liability of directors could prove a viable solution in the years to come. The thesis furthermore concludes that the introduction to a Business Judgement Rule could assist in the assessment for liability of board of directors. The thesis includes theory regarding incentives for the board of directors to act in regard to the shareholders. The idea is that estate incentive contracts to the board of directors so there is an alignment in interest, between the board of directors and the shareholders. This demands more active shareholders and a refurnishing of the legislation.

EducationsMSc in Commercial Law, (Graduate Programme) Final Thesis
LanguageEnglish
Publication date2018
Number of pages55
SupervisorsHenrik Lando