Onbehoorlijk bestuur

Improper management is a concept under Dutch company law referring to careless or incompetent conduct by directors. This may range from disregarding financial obligations to taking irresponsible risks that harm the company.

The concept is particularly relevant in the context of directors’ liability. In cases of manifestly improper management, a director may be held personally liable, both internally towards the company and externally, for instance by the bankruptcy trustee under Article 2:248 of the Dutch Civil Code.

In practice, improper management is frequently invoked in liability proceedings, in which the court assesses whether serious culpability exists and whether this has contributed to a shortfall in the estate.