202 Abstract Under Spanish company law, as in many other European jurisdictions, directors may be held liable to the company for damages arising from erroneous or misleading financial statements (misreporting) via the corporate action (“acción social de responsabilidad”). This paper, however, shifts its focus to a distinct legal mechanism: the so-called individual liability action (“acción individual de responsabilidad”). Although not exclusive to Spain, this statutory mechanism is less prevalent in other European jurisdictions. The individual action allows creditors to bring direct claims against directors for misreporting when specific conditions are met. Additionally, directors may be held accountable for company’s debts under certain circumstances linked to the breach of their duties on financial reporting. Furthermore, if misreporting involves a listed company, directors may face sanctions imposed by the securities market authority. A comprehensive analysis of these actions requires extensive doctrinal explanations that fall outside the scope of this paper. This limitation is mitigated by providing references to the most pertinent Supreme Court Judgments and key literature where further details may be found.
Mónica Fuentes Naharro (Sun,) studied this question.