Limitation of the Personal Liability of Directors in German Corporate Law

Personal liability for the breach of a duty is not only a general principle of the German law of obligations but also of German corporate law. According to § 43 subs. 2 of the Gesetz betreffend die Gesellschaften mit beschrankter Haftung (henceforth German Closed Corporation Act) and § 93 subs. 2 Aktiengesetz (henceforth German Stock Corporation Act) directors of corporations a personal liable for any damage caused by a violation of their duties. However, in the last years several cases in which the defendant faced an almost unbearable amount of damages draw the attention of legal scholars resulting in an intense debate on whether personal liability of directors should be limited in German corporate law. In this debate the general question was raised on whether there is a (unsolved) problem of the unlimited liability of directors and which concepts could be applied in order to limit the liability. Although being heavily discussed among legal scholars there are still several unsolved issues and problems in this debate which also seems to prevent the German legislator from taking further actions on that issue.