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THE COMPANY DIRECTOR’S LIABILITY FOR UNTRUE STATEMENTS

Leonid Tolstov, Janno Lahe
Keywords: Director’s liability, tort liability, untrue statements, precontractual negotiations, statutory duty ,

Abstract

In the modern information society the success or failure of a person participating in activities related to legal issues depends increasingly more on the relevance and correctness of available information and this is why higher demands are put on giving out information. In the context of company law it is evident that although the company is always liable for the information issued, in reality it is not the legal person giving out information, but its legal representative (the director) instead. Therefore, it would be reasonable to ask whether the director could simply hide behind the company; or, should the director also be held personally liable for disclosing untrue statements? The aim of this article is, on the basis of English, German, Spanish and Estonian law, to analyze if and in which cases a director can be held personally liable for disclosing false information to a third party in the name of a company and what the optimal standard of a directors’ liability for disclosing false information could be. The liability of the company itself is not the current article’s object of the research.