D&O liability under American and German law and the liability cover furnished by insurers

Contents

1 Introduction

2 Management duties and liability
2.1 Duties and liability of American directors and officers
2.1.1 Internal management liability
2.1.2 External management liability
2.1.3 Enforcement of liability
2.2 Duties and liabilities of German directors and officers
2.2.1 Internal management liability
2.2.2 External management liability
2.2.3 Liability of supervisory boards
2.2.4 Enforcement of liability
2.3 Major differences between the American and German liability systems

3 Historical development of DO insurance
3.1 Historical development in the United States
3.2 Historical development in Germany

4 Reliability and risk of abuse of the liability cover provided by DO insurance policies
4.1 Reliability of DO insurance
4.2 Conflicts of interest and the friendly assertion of claims
4.2.1 Jurisdictional clause
4.2.2 Termination clause
4.2.3 Publicity clause
4.2.4 Individual abuse clause
4.2.5 Major shareholder exclusion
4.3 Balance sheet function of DO insurance

5 Conclusion

6 Abbreviations

7 Bibliography