Den nya svenska koden för bolagsstyrning och dess funktion i förhållande till culpabedömningen av bolagsledningens skadeståndsansvar
CodeCorporate governanceBoard of directorsDamages liabilityCulpa judgementQuotation prerequisitesKodBolagsstyrningBolagsledningSkadeståndsansvarCulpabedömningNoteringskrav
From July 2005 on, the new Swedish Corporate Governance Code will be applied gradually by companies listed on the stock exchange or any authorized financial market in Sweden. The Code has been drawn up in order to clarify and to improve the self-regulation in Swedish companies. The need for codified self-regulation standards has been considered as urgent due to negative trends on the market such as the last few years? corporate scandals in domestic and international trade and industry. The sought-after consequence is to clarify the mission framework for corporate directors.Ch. 15, section 1 of the Swedish Corporate Act (Aktiebolagslagen) regulates the internal and external damages liability of corporate directors. In order to decide whether or not they have broken a rule or neglected to follow their responsibilities, and thereby contracted damages liability, a so-called culpa judgement is to be made. Virtue of the culpa judgement is foremost found in Ch. 8 of the Swedish Corporate Act, regulating the tasks of the corporate directors.The Stockholm Stock Exchange has decided to incorporate the Code in their quotation prerequisites. This means that all quoted companies have to comply to the Code or, when compliance is not possible, explain the cause of divergence.My purpose with this master thesis is to investigate in what way the new Corporate Governance Code affects the culpa judgement, as well as to discuss in what conditions the Stockholm Stock Exchange can handle the code as a disciplinary instrument towards the quoted companies.