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von Göler (Hrsg.) / / § 43

§ 43 Directors' liability

(1) The directors shall conduct the company’s affairs with the due care of a prudent businessman.

(2) Directors who breach the duties incumbent upon them shall be jointly and severally liable to the company for any damage arising.

(3) In particular, they shall be obligated to compensate where payments have been made in contravention of section 30 from those company assets which are required to maintain the share capital or the company’s own shares have been purchased in contravention of the provisions set out in section 33. The provisions set out in section 9b (1) shall apply mutatis mutandis to a claim for compensation. Where compensation must be paid to satisfy the company’s creditors, the directors’ obligation shall not be abrogated on account of the fact that they acted in compliance with a resolution passed by the shareholders.

(4) The claims based on the aforementioned provisions shall become statute-barred after five years.

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