The subject of this line of research are the lawsuits against companies, directors and supervisors in company and financial law.

(I) As far as company law is concerned, in the majority of Member States, directors and supervisors are held to be jointly liable for the damage caused as a consequence of the breach of their duties (the amount of liability is potentially unlimited; few exceptions set forth a maximum sum for which a director can be held liable). Coherence does not exist with respect to the question of who bears the burden of proving due care.
Usually the company has the right to take action against directors and supervisors. If the company does not want to table the resolution, some legislations provide minority shareholders with a derivative action. Normally the standing is given to shareholders who represent a certain percentage of the share capital; sometimes even to a single shareholder. In such cases, the action is filed by the minority through one or more common representatives, appointed by the majority of capital held. However, some Member States provide that the court must refuse the application if there are “overriding interests” of the company that prevent the enforcement of the claim. The reference to overriding interests is meant to operate as a filter to effectively screen out frivolous and vexatious shareholder actions; to do so, the court will have to apply a test of proportionality in which all arguments relevant to the admission decision will have to be objectively weighed against one another.
Normally the company may waive its claims to compensation, or make a settlement regarding these claims, provided that a certain number of shareholders approve the deal, in some cases only once some years have lapsed since the claim arises.
As far as the civil liability of the auditors is concerned, the legal basis for liability and the extent of liability is covered by national tort law, which varies and which Directives do not try to harmonize.

(II) As far as financial law is concerned, some bodies of law regulate the liability standard directly at the level of Union law (i.e.: rating agencies, MiCAR proposal, etc.), other defer regulation to national law (i.e. prospectus regulation, etc.). Different views exist, even at the general level, on the issue of allocation of the burden of proof; the question is whether injured investors can limit themselves to representing the intermediary’s breach of obligations, being exempt from proving negligence and fault or willful misconduct on the part of the counterpart.
These arguments should be studied from the perspective of analysing regulations and Directives, the Europen Model Company Act and individual national legislation and case law.
The working group formed by the Department’s faculty members aims to work with an already established network of European Colleagues (under the umbrella of the European Company Case Law review), with a view to organizing conferences, scientific and individual publications, towards convergence.