Under Dutch law, there is a high threshold for holding company directors personally liable. As long as a director is acting in that capacity, serious culpability (as opposed to merely ordinary culpability) is generally required. The high threshold is intended to prevent directors from being overly influenced by defensive considerations and applies to both their internal liability to the company and their external liability to third parties, such as individual shareholders or creditors. The Supreme Court has recently reaffirmed this rule and refined the judgment it gave in the 2012 "Spanish Villa" case.
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