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Prof. Konrad Osajda, PhD, LLM University of Warsaw Faculty of Law and Administration Directors’ Liability for Insolvent Company’s Debts: Comparative Law Remarks

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Page 1: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Prof. Konrad Osajda, PhD, LLM University of Warsaw

Faculty of Law and Administration

Directors’ Liability for Insolvent Company’s Debts: Comparative Law Remarks

Page 2: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Introduction

Page 3: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Directors’ Liability Towards Company’s Creditors

different regulations in different jurisdictions common purpose (ratio legis): strengthening protection of a company’s

creditors

Page 4: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Outline

directors’ liability for an insolvent company’s debts: justification and theoretical background

English law approach American law approach German law approach comparative remarks

Page 5: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Directors’ Liability for Insolvent Company’s Debts:

Theoretical Background bankruptcy as an element of market economy bankruptcy as a problem for company’s creditors bankruptcy proceedings as a tool to protect

company’ creditors: not sufficiently powerful prevention of bankruptcy as the best instrument to

protect company’s creditors liability of the insolvent company’s directors towards

its creditors as a means of preventing insolvency of the company

Page 6: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Directors’ Liability for Insolvent Company’s Debts:

Key Theoretical Problem company as a separate legal person: English law: Salomon v. Salomon German law: GmbH (§ 13 GmbHG), AktG (§ 1

AktG) American law: corporation enjoys legal

personality, LLC is not a legal person, but it is a subject of law

Page 7: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Directors’ Liability for Insolvent Company’s Debts:

A Type of Piercing the Corporate Veil? directors’ liability for company’s debts –

liability for the third person’s debt: lifting/piercing the corporate veil, but aimed at

directors the doctrine of piercing the corporate veil and

its purpose: protection of shareholders, but also of

company’s creditors

Page 8: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Directors’ Liability for Insolvent Company’s Debts:

English Law Approach

justification of liability: fiduciary duties of directors duty of care

Page 9: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

English Law Approach cont’d Legal Instruments Against the Directors

numerous instruments most important: misfeasance proceedings (summary remedy) fraudulent trading wrongful trading

Page 10: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Misfeasance Proceedings Authority

sec. 212 Insolvency Act 1986: grounds: “[a director] has misapplied or retained, or

become accountable for, any money or other property of the company, or been guilty of any misfeasance or breach of any fiduciary or other duty in relation to the company.”

Page 11: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Misfeasance Proceedings Procedure

the application may be brought by: the official receiver or the liquidator, or any creditor

the court may: compel the director to repay, restore or account for the

money or property or any part of it, with interest at such rate as the court thinks just, or to contribute such sum to the company’s assets by way of compensation in respect of the misfeasance or breach of fiduciary or other duty as the court thinks just

damages paid to the company’s assets

Page 12: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Misfeasance Proceedings Examples

selling company’s assets below their value (Re Travellers’ Chambers Ltd, [1985] 12 T.L.R. 529)

not insuring company’s assets from fire (Re D’Jan of London Ltd, [1993] BCC 646)

hidden payments from the assets of the company for a director (Gluckstein v. Barnes, [1900] AC 240)

Page 13: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

English Law Approach Fraudulent Trading

sec. 213 of Insolvency Law: “(1) If in the course of the winding up of a company it

appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, the following has effect.

(2) The court, on the application of the liquidator may declare that any persons who were knowingly parties to the carrying on of the business in the manner above-mentioned are to be liable to make such contributions (if any) to the company’s assets as the court thinks proper.”

Page 14: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Fraudulent Trading Key Features

aimed at preventing fraudulent use of incorporation

conditions of liability: insolvency of the company and fraudulent purpose of the business of the company

locus standi: liquidator only compensate or punish: damages v.

contributions not filing for insolvency: “sunshine test”

Page 15: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

“Sunshine Test” Re White and Osmond (Parkstone) Ltd

“[T]here is nothing to say that directors who genuinely believe that the clouds will roll away and the sunshine of prosperity will shine upon them again and disperse the fog of their depression are not entitled to incur credit to help them get over the bad time”

Page 16: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Fraudulent Trading Practice

directors decided to loan more money even if they must have been sure that the company would not have been able to pay these debts (R. v. Grantham, [1984] 3 All ER 166 (CA); R v. Lockwood, [1986] 2 BCC 99, 333 (CA); Re Barnett (Augustus) & Son Ltd, [1986] BCLC 170)

Page 17: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

English Law Approach Wrongful Trading

introduced in 1986 answer to practical difficulties with proving

fraudulent purpose of directors’ actions aim: to prevent getting new loans by already

insolvent company sec. 214 of Insolvency Law

Page 18: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Wrongful Trading Conditions of Liability

insolvency of the company insolvency proceedings is on the director knew or ought to have concluded

that the company should not take more loans

Page 19: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Wrongful Trading: Procedure

an application may be brought only by the liquidator

sometimes regarded as weakness of this instrument

as alternative a derivative action is proposed however, then some creditors may get more

than others (first come, first served principle would apply)

Page 20: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Wrongful Trading Scope of Liability

“to make such contribution (if any) to the company’s assets as the court thinks proper” (sec. 241.1)

contribution should relate to the value of company’s assets lost because of decisions of directors:

loss caused by bad weather conditions: directors are not liable (Re Continental Assurance Co of London plc)

there is no loss, although other conditions for wrongful trading liability are accomplished – no liability (Re Marini Ltd)

Page 21: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Wrongful Trading Who may be liable?

potentially liable: every director: sleeping director shadow director de facto director

Page 22: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Wrongful Trading Conditions of Exemption from Liability out of the scope of managerial duties but: this exemption from liability is exceptional,

because all directors are obliged to take care of financial situation of a company (Re DKG Contractors Ltd)

action to limit the creditors’ loss stepping down is not enough

Page 23: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Wrongful Trading: Advantages

the consciousness that a director may incur personal liability is, in practice, often sufficient to encourage directors to take professional advice – which should lead to a better outcome for creditors

potentially creditors may be paid more out of the estate of the company if directors have to pay contributions to the company’s assets

development of D&O insurance

Page 24: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Practical Obstacles With Application of Wrongful Trading lack of a company’s assets to pay

proceedings costs reluctance to spend remaining company’s

assets for costs of the proceedings instead of payment to the creditors

too flexible regulation – uncertainty as to the results of suing a director

to date in practice applied only to small companies

Page 25: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

English Law Approach Conclusions

the number of legal instruments do not guarantee the appropriate level of protection of an insolvent company’s creditors

weaknesses of these instruments: burden of proof lack of creditors’ direct (at least derivate)

action some important amendments needed to make

these instruments more important in practice

Page 26: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Directors’ Liability for Insolvent Company’s Debts:

American Law Approach American company law – state law types of companies: corporations (different types, e.g. close, open,

S, C) LLC (limited liability companies) American insolvency law – federal law no statutory rules on director’s liability for an

insolvent company’s debts

Page 27: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Deepening Insolvency Doctrine developed by case law only Patterson v. Franklin (1896) regarded as its very

first application originally directed against shareholders and

concurrent to doctrine of piercing the corporate veil the term first used in 1983 (Schacht v. Brown, 711

F.2d 1343) fully developed in 2001 (Official Comm. of

Unsecured Creditors v. R.F. Lafferty & Co, 267 F.3d 340)

Page 28: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Deepening Insolvency Key Features

ratio legis: to prevent doing business by insolvent companies

directors’ duty to file for insolvency – flexible assessment

regard as a type of breach of business judgment rule by keeping in business an insolvent company to the detriment of business partners

Page 29: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

The Nature of Deepening Insolvency Doctrine

tortuous (delict) liability Kittay v. Atlantic Bank of New York (In re

Global Service Group, LLC), 316 B.R. 451: “fraudulent prolongation of a corporation’s life beyond insolvency, resulting in damage to the

corporation caused by increased debt”

Page 30: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Deepening Insolvency: Procedure

only the company may sue its directors particularly bankruptcy trustee is not in a

position to sue directors on behalf of the company’s creditors (US Supreme Court case: Caplin v. Marine Midland Grace Trust Co, 406 U.S. 416)

Page 31: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Deepening Insolvency Doctrine Who may be liable?

very broad scope directors auditors (Allard v. Arthur Andersen & Co, 924

F.Supp. 488) financial advisors (Re Flagship Healthcare,

269 B.R. 721) legal advisors (Official Comm. of Unsecured

Creditors v. R.F. Lafferty & Co, 267 F.3d 340)

Page 32: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Deepening Insolvency Practical Problems

burden of prove “old creditors” v. “new creditors” lack of direct action of creditors and their less

effective protection divergent case law in different jurisdictions

(states): total rejection of the doctrine in some states (e.g. Delaware)

Page 33: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

American Law Approach Conclusions

unified system of creditors’ protection in case of insolvency of a company for all types of companies

no statutory regulations – legal instrument purely developed by case law

not filing for an insolvency as a tort

Page 34: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Directors’ Liability for Insolvent Company’s Debts:

German Law Approach principle: German companies are separate legal person which

are exclusively liable for their debts directors’ liability is exceptional two legal instruments: Insolvenzverursachungshaftung: applies to Gesselschaften mit beschränkter Haftung

(GmbH) only Insolvenzverschleppungshaftung applies to both: GmbH & Aktiengesselschaften

Page 35: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Insolvenzverursachungshaftung § 64 GmbHG: directors are obliged to compensate the company

for: (1) payments made after the company has become

illiquid (over indebted) (2) payments to shareholders if these led to the

company becoming illiquid liability not towards the creditors, but towards the

company (Innenhaftung) exemption from liability: business judgment rule

Page 36: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Insolvenzverschleppungshaftung

§ 15a InsO: liability towards the creditors (Außenhaftung) liability prerequisites: a company’s insolvency not filing a request to open (begin) insolvency

proceedings on time

Page 37: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Insolvenzverschleppungshaftung Who may be liable?

only formally appointed directors excluded liability of: shadow directors de facto directors

Page 38: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Insolvenzverschleppungshaftung The Nature of Liability

tortuous liability: resulting from breaching statutory duty (to file

a request for opening insolvency proceedings in time)

regular rules on tortuous liability apply, e.g. not filing must be intentional or an effect of negligence

Page 39: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Insolvenzverschleppungshaftung Scope of Liability

Categories of Creditors

the old creditors v. the new creditors contractual creditors v. tortuous creditors

Page 40: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Insolvenzverschleppungshaftung Procedure

not regulated individually general rules on torts apply each creditor can sue director(s) individually heavy burden of proof: a creditor has to prove

loss, its value, intentional or negligent breach of the § 15a of Insolvency Law, causal link between the breach and loss

if successful, damages is paid directly to the creditor (not to the company’s assets)

Page 41: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Insolvenzverschleppungshaftung Practice

rarely happens and rarely successful: too heavy burden of prove

Page 42: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

German Law Approach Conclusions

formally the directors are not liable for company’s debts

two separate legal instruments different categories of creditors a creditor decides who should be sued (one,

few, or all directors) no special liability regime: tortuous liability low practical effectiveness due to heavy

burden of proof on creditors

Page 43: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Polish Law Approach

not perfect regulation very effective in practice plenty of lawsuits against directors frequently directors are obliged to pay

damages to creditors

Page 44: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Polish Law Approach Bases of Directors’ Liability

German model of regulation two separate legal instruments art. 299 of Commercial Companies Code art. 21 of Insolvency Law only the art. 299 of CCC matters in practice

Page 45: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Art. 21 of Law on Insolvency and Reorganization applies to all types of companies basis for liability: not filing for insolvency on time tortuous liability each creditor may sue every a director

individually heavy burden of proof, but presumption of

intentional/negligent breaching of the statutory duty

Page 46: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Art. 299 of CCC restricted to limited liability companies individual action of every creditor potentially

against every director burden to proof: enforcement against the

company proves to be ineffective, the company’s debts

presumptions: loss and its value (all unpaid company’s debts), not filing for insolvency on time – breaching the statutory duty, causal link between the breach and the loss

Page 47: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Polish Law Approach: Conclusions Practical Success

every creditor can sue directly not derivative action: damages is paid directly

to creditors (an incentive to sue) scope of liability: all unpaid debts of the

company low burden of proof: presumptions of loss,

causal link, and intentional/negligent breaching of law

Page 48: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Conclusions: Comparative Law Remarks

insolvency proceedings remains the most important legal regime to deal with insolvent company’s creditors

difference concerning the possibility of direct suing the directors by creditors

directors are liable for breaching a duty: either fiduciary duty, duty of care, or statutory duty to file for insolvency on time

Page 49: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Conclusions cont’d Comparative Law Remarks

liability of directors for an insolvent company’s debts may be truly efficient tool to protect the company’s creditors, particularly with regard to small and medium size companies – two conditions should be accomplished:

incentives for creditors to sue directors light burden of proof

Page 50: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Conclusions

directors’ liability for insolvent companies’ debts as inevitable element of legal system

directors’ liability towards a company’s creditors in case of the company’s insolvency requires some improvements in every jurisdiction:

comparative law studies could help!

Page 51: Directors’ Liability for Insolvent Company’s Debts ......Directors’ Liability for Insolvent Company’s Debts: American Law Approach American company law – state law types

Thank you very much for your attention!


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