The role of director requires obedience to duties of care and duties of loyalty, which guide the diligent behaviour of the director in the administration of the company, and the violation of which can give rise to the director’s liability. Therefore, this dissertation aims to study the civil liability regime of directors towards the company, analysing the interaction between their liability and protection mechanisms. After studying the liability regime, we examined the protection afforded by the Business Judgment Rule. In other words, knowing that directors’ duties involve inherent risks, it is necessary to understand what role this rule plays in protecting them when there is damage resulting from these risks, as well as the requirement necessary to make it operate. Finally, we analysed the D&O insurance, which is designed to protect the director’s personal assets. At this point we will also discuss how the director can access this protection, as well as whether it is legally recognised and whether it is suitable to replace the guarantee provided for in the art. 396.º, n. º 2 of the Portuguese Companies Code.
| Date of Award | 16 Jul 2025 |
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| Original language | Portuguese |
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| Awarding Institution | - Universidade Católica Portuguesa
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| Supervisor | Armando Triunfante (Supervisor) |
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- Civil liability of directors
- Duties of directors
- Business judgment rule
- Civil liability insurance
- D&O insurance
- Mestrado em Direito e Gestão
A responsabilidade dos administradores da sociedade: a business judgment e a importância do D&O insurance
Pinto, B. R. (Student). 16 Jul 2025
Student thesis: Master's Thesis
