The Silent Europeanization of the Directors’ Duties

Abstract

The article examines whether directors’ duties may still be described primarily as categories of national company law, or whether sectoral and functional regimes of European Union law have already reshaped the substance of managerial functions. The central argument is that the EU has not adopted a horizontal code of directors’ duties yet. Instead, it has introduced in separate regulatory fields such — as sustainability reporting, due diligence, cybersecurity, digital operational resilience, whistleblowing, anti-money laundering, remuneration transparency, and board composition — obligations that companies can only satisfy through managerial approval, oversight, and internal organizational architecture. This amounts to a quiet Europeanisation of directors’ duties. The transformation is gradual, fragmented, and often indirect, while it increasingly fills national general clauses concerning the interest of the company, loyalty, due care, and liability with EU-derived normative content. The article concludes that national company law must develop a new doctrinal language capable of integrating these
sectoral duties without reducing directors’ liability to isolated compliance blocks.