directors’ liability under thr doctrine of piercing the corporate veil : the directors' liability for corporate debt

نویسندگان

لعیا جنیدی

دانشیار گروه حقوق خصوصی دانشکدۀ حقوق و علوم سیاسی دانشگاه تهران ملیحه زارع

دکتر حقوق خصوصی دانشکدۀ حقوق و علوم سیاسی دانشگاه تهران

چکیده

the doctrine of piercing the corporate veil fascilitated holding directors liable for corporate debt. nevertheless, the doctrine is not a seperate cause of action. directors are bound by fiduciary duty, duty of loyalty and duty of care and skill to the corporation and its shareholders. however, there is not such a contractual relationship between directors and creditors. thus, requiring directors to compensate creditors should be justified on tort law. in the iranian, french and american legal systems, fault-based liability is the cause of action for directors' liability. the author found that in piercing cases, directors' liability follows the traditional rules of fault-based liability unless specified otherwise by statute as strict liability.

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