The subject of the thesis, conflicting interests of directors and supervisory directors of legal entities, is particularly relevant to society. For companies and other organisations to function properly, it is essential that directors and supervisory directors act with integrity and loyalty, particularly when they are faced with conflicts of interest. Public support for companies also declines when reports emerge of abuse and self-enrichment in cases of conflict of interest. The thesis answers the question of what is meant by conflict of interest and examines how conflict of interest can be better regulated. It contains clear analyses of what the legal conflict of interest regime entails and how it relates to the case law of the Enterprise Chamber on the basis of Article 2:8 of the Dutch Civil Code with regard to conflict of interest. Thorough research has been conducted into the legislative history and the – on important points divergent – views in the literature. The thesis describes and analyses the problems and dangers of conflicts of interest and offers solutions for various conflict of interest situations.
Fons Leijten (1959) has been a solicitor at Stibbe for more than 40 years. In 2001, he was one of the founders of the Corporate Litigation Association. He has conducted many proceedings before the Enterprise Chamber of the Amsterdam Court of Appeal and has more than 100 publications on corporate law to his name. Since 2019, he has been chair of the Joint Committee on Company Law of the Netherlands Bar Association and the Royal Dutch Association of Civil-law Notaries.