Damages in director liability law

February 23, 2022

The debate over holding corporate directors liable for wrongdoing is so focused on the requirements for imposing liability that it has largely neglected the legal consequences where liability is found to exist. Jakob Hahn, a former research associate at the Max Planck Institute for Comparative and International Private Law, has set out to fill this gap by developing a law of remedies specific to corporate director liability settings.

His dissertation examines how the law holds corporate leadership accountable when it or its members are found liable for wrongdoing. The author takes up four central themes – the notion of harm, indemnity for fines levied against the corporation, reputational harm, and offsetting of benefits received by the injured party – and subjects them to economic and comparative legal analysis. Because both corporate law as well as general private law principles run through every issue of director liability, he cites tort and contract law principles developed by the courts and in the scholarly literature to show how the discourse surrounding corporate law would benefit from some of their impulses. Two features emerge as particularly relevant to issues of director liability: their liability to the corporation itself; and the allocation of the burden of proof.

Dr. Jakob Hahn studied law at Bucerius Law School and Stanford Law School. He worked as a research associate at the Institute while he wrote his dissertation. He has been a member of the judiciary of the Free State of Saxony since 2021.

Jakob Hahn, Das Schadensrecht der Geschäftsleiterhaftung. Schadensbegriff – Verbandsgeldbußenregress – Reputationsschaden – Vorteilsausgleichung (Abhandlungen zum Deutschen und Europäischen Gesellschafts- und Kapitalmarktrecht, 193), Bucerius Law School Hamburg 2021, Berlin 2022, PhD Thesis, 333 pp.

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