Reconsidering Personal Liability on Directors and Senior Managers for Misstatements and Non-Disclosures to the Securities Market
9 Journal of Corporate Law Studies 235, 2009
Posted: 15 Apr 2014 Last revised: 15 Aug 2014
Date Written: December 31, 2008
This article considers the recommendation made in the "Davies Review of Issuer Liability: Final Report" in respect of not extending the statutory civil liability regime, arising from the making of misstatements and non-disclosures by issuers under section 90A of the Financial Services and Markets Act 2000, to directors. It argues that the aim of a statutory civil liability regime under the provision should be founded on achieving optimal deterrence and that, based on such an aim, it is in fact justifiable to impose personal liabilities on directors and senior managers to investors directly if they have been responsible for the fraudulent making of misstatements or dishonest non-disclosures.
Keywords: Securities regulation, false and misleading statements, non-disclosures, publicly listed issuers
JEL Classification: K22
Suggested Citation: Suggested Citation