PIL.OT / DEVELOPMENT
PIL.OTv0.62.2
Alan K. Koh compares directors’ duties to facilitate corporate compliance with domestic law in Delaware, England, Australia and Japan, focusing on their differing treatment of breaches of foreign law. Breach of these duties may give rise to directors’ personal civil liability to the company.
The choice-of-law obstacle is that directors’ duties are generally governed by a single lex societatis, typically the law of incorporation, to the exclusion of other laws. Koh proposes using the private international law technique of ‘taking into consideration’ to facilitate engagement with foreign law when adjudicating those duties and to respond better to demands for accountability in globalised business.
Whether directors’ corporate compliance duties extend to foreign law, and how foreign legal norms can be taken into consideration where those duties are governed by a single lex societatis.
Koh’s proposal addresses the exclusion of other laws under a single lex societatis by using ‘taking into consideration’ to engage with foreign law in disputes over directors’ duties.
International and Comparative Law Quarterly · 2026
DOI 10.1017/s002058932610181x