ABSTRACT
This chapter outlines how directors’ and officers’ civil liability in civil law jurisdictions may arise in order to ascertain the effectiveness of D&O policies and their reinsurance. It addresses particular aspects of civil law liability from the perspective of company directors and officers. Civil law recognises that directors’ duties are not obligations to produce a given result for the company. The most important set of rules in respect of extra-contractual liability are to be found in the Lex Aquilia, which gathered together the principles of unlawful damage and made a vitally important contribution to the development of what is now known as tortious liability. This piece of legislation introduced concepts such as damnun, iniura, dolus and culpa, which in turn defined the circumstances in which such liability may arise. In order for contractual liability to arise there must be a causal link between the director’s conduct and the damage in respect of which the claim is made.
