The subject of this dissertation is the director’s civil liability to creditors in the event of a company’s insolvency. It outlines the different means that creditors have at their disposal to obtain compensation from directors when a company becomes insolvent. The first part of the thesis focuses on the analysis of directors' duties when a company's insolvency can be foreseen, as well as de facto situations which, due to the directors' unlawful conduct, may obligate them to compensate creditors. Furthermore, out of the many pathways through which a directors’ liability may be manifested, this study focuses especially on the effects of the recent introduction of a new classification, that of a “blameworthy” insolvency, which, since 2012, tells the court to order directors to pay a compensation to their company’s creditors. This dissertation will seek to answer how said concept might work as a type of civil liability, what its function may be and how it might connect with the other means of directors’ liability available to creditors. It concludes that, in current law, the order to indemnify for wrongful insolvency does not replace the remaining means of civil liability of the administrators. However, the present study proposes that it can have that potential, as long as it is made to offer greater legal certainty, through the introduction of substantial changes to the process and the clarification of legal wording.
|Date of Award||17 Mar 2022|
- Universidade Católica Portuguesa
|Supervisor||Maria de Fátima Ribeiro (Supervisor)|
- Company law
- Directors’ civil liability
- Wrongful trading