Directors’ Duties according to EU and National Legislations: A Comparative and Cross-border Analysis

Directors’ duties and liabilities play a central role to ensure effectiveness of insolvency procedures. Moreover, these duties often serve as a safeguard for stakeholders, particularly vulnerable ones. As a result, the EU and national legislators have showed a growing interest in this topic. The paper first focuses on directors’ duties (and liabilities) according to EU legal framework. Secondly the topic is analysed from a national perspective focusing on Italian and German legal framework. Finally, the paper focuses on the main points arising from this analysis questioning the impact of the proposal (COM (2022) 702 final) for a directive harmonising certain aspects of insolvency law. It should be noted from the outset that, at least according to some EU countries legal systems like the Italian one, imposing duties and liabilities on directors when a company is going to be insolvent may not be the solution to every problem related to insolvency procedures. This is partly because some novelties of the Proposal already exist in some EU countries and partly because it is not clear how they can help improving the effectiveness of insolvency procedures, at least in those countries.