PhD defence J.A. (Jeroen) Terstegge

Dissertation in short:

This study deals with the restriction of the management powers of managing directors in public and private limited liability companies. Management power concerns what the  management board is allowed to do, which should be distinguished from what the management board is able to do, i.e. the power of representation. Management power follows from the statutory duty of the management board (cf. section 2:129/239 paragraph 1 of the Dutch Civil Code). After all, without power the management board cannot properly fulfil
its task. Within the corporate order (see paragraph 9.2), the management board must fulfil the entrepreneurial function. The statutory duty provides for the possibility of restricting the powers of the management board. There is a certain paradox inherent in this. On the one hand, restrictions on management board powers limit its ability to freely and fully do business, and there is a risk that such restrictions will stand in the way of efficient value creation. On the other hand, restrictions on its power can serve to limit the management board and, to a certain extent, prevent the destruction of value. The central question in this study is to what extent management board power in public and private limited liability companies can be limited.