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GERALD SPINDLER

Catedrático en Derecho comercial. Universidad Goettingen, Alemania

Sumario:

  I. Introduction

  II. Duties of directors in the vicinity of insolvency 1. Duty to file for insolvency procedure 1.1. Indebtedness 1.2. Prognosis 1.3. Application of business judgement rule 1.4. Time frame and duties 2. General duties of directors towards creditors in the vicinity of insolvency? 2.1. Precontractual responsibility 2.2. General duties of loyalty to creditors? 2.3. Damages

  III. Duties of directors under forthcoming EU-law

ABSTRACT:

The article deals with the proposed Insolvency Directive of the European Parliament and the Council [2016/0359 (COD)] and their impact on the German national law, especially on the interface between corporate law and insolvency law. In this respect, the existing German legal background of duties of directors in the vicinity of insolvency will be analysed. This includes a detailed discussion of the duties of the managing directors in the vicinity of insolvency and the duty to file for insolvency proceedings. In this context, a light will also be shed on the general duties of directors towards creditors in the vicinity of insolvency. Finally, the duties of the directors are mentioned in the context of the forthcoming EU law.