Reconsidering Personal Liability of Directors and Senior Managers for Misstatements and Non-Disclosures to the Securities Market

This article considers the recommendation made in the “Davies Review of Issuer Liability: Final Report” in respect of not extending the statutory civil liability regime, arising from the making of misstatements and non-disclosures by issuers under section 90A of the Financial Services and Markets Act 2000, to directors. It argues that the aim of a statutory civil liability regime under the provision should be founded on achieving optimal deterrence and that, based on such an aim, it is in fact justifiable to impose personal liabilities on directors and senior managers to investors directly if they have been responsible for the fraudulent making of misstatements or dishonest non-disclosures.