Civil Liability of Company Directors and Creditor Protection in the vicinity of Insolvency

This book, which was submitted as a doctoral thesis to the University of Fribourg, analyses the regulation of director liability in companies in the vicinity of insolvency and the mechanisms of creditor protection in the Swiss and English legal systems. The author compares not only s. 725 Swiss Code of Obligations and s. 214 UK Insolvency Act 1986 (wrongful trading provision), but also a number of other rules that ensure a parallel protection to creditors in the vicinity of insolvency. In particular, the present book describes the common law regime of director liability for breach of fiduciary duties indirectly owed to the company’s creditors at some point in time within the zone of insolvency. The special regime of disqualification of company directors in England under the Companies Directors Disqualification Act 1986 was also examined. In conclusion, the author summarises her comparative findings on the analysed legal systems and submits several proposals to reform Swiss law. The proposals focus, in particular, on the criteria triggering liability of company directors in the vicinity of insolvency.