Subjective-objective standard of the director’s behavior

The article examines the standard of behavior of a director, with which the behavior of a director held liable for causing losses to a legal entity is compared. By drawing on comparative legal material (England, USA, France, and Germany), analysis of Russian legislation and judicial practice, it was concluded that the courts strive to introduce a subjective component even into a standard that is formulated at the legislative level as objective. This is explained by the activities of the director in the business environment, which now is impossible to fully understand and identify all cause-and-effect relationships (unlike the activities of other persons in relation to whom a special regime of liability has been established – medical workers, notaries, attorneys, appraisers).

A set of measures is proposed (specification of the agreement with the director, exclusion of liability in crisis situations under the agreement, “nudging” to the standard at the level of judicial practice and best practices of corporate governance, use of information disclosure and qualification requirements), which will clarify and balance the standard of conduct of the director.