When the Federal Cartel Office imposes fines on companies due to antitrust violations by their managing directors, a pivotal question arises: can these companies seek compensation from the directors responsible? This complex issue of recourse continues to stir debate, with limited legal precedents and diverse opinions in legal scholarship. A recent ruling by the Düsseldorf Higher Regional Court hints that the Federal Court of Justice may soon deliver a definitive judgment.
Legal Framework and Scholarly Debate
Under German law, managing directors are obligated to reimburse their companies for damages resulting from their misconduct, potentially including fines. However, the classification of fines as damages is highly contentious. While some legal experts argue that companies should be able to claim such fines from their directors, others contend that antitrust regulations prohibit this to ensure that fines fulfill their deterrent purpose.
Case Law Overview
The jurisprudence on this matter is sparse: In 2015, the Düsseldorf Regional Labour Court determined that directors could not be held liable for fines. This decision, however, was not legally binding and the case was settled subsequently. In 2020, the Saarbrücken Regional Court dismissed a company’s effort to recoup a fine from its former CEO, citing that the claims were beyond the statute of limitations.
More recently, the Düsseldorf Higher Regional Court ruled that directors are not personally liable for antitrust fines levied on companies. This decision underlines the principle that antitrust laws aim primarily to hold companies, not individual directors, accountable. Yet, this ruling is provisional. The Düsseldorf Higher Regional Court has allowed for an appeal to the Federal Court of Justice. A conclusive verdict from the BGH is anticipated, potentially resolving this legal quandary once and for all.