Directors’ liability, conflicts of interest and business judgment rule under the new Italian company law

This article aims to describe the main aspects of the liability that directors’ may incur when acting in a situation of conflict of interest. As it is well known, the business judgment rule identifies a case law-derived concept according to which companies’ directors are considered to be motivated in their conduct by the interest of the company they manage. In brief, it can be said that the business judgment rule is a concept that limits directors’ liability. The purpose of the article is therefore to trace the limits of the presumption that the directors of a company are acting in the best interest of the company (especially with respect to those operations carried out in situation that may fall under the definition of conflict of interest).