What is a duty of loyalty for directors or shareholders and does it exist under Belgian law?
This is Hans De Wulf's contribution to the liber memorialis of Didier Willermain, one of Belgium’s foremost corporate law attorneys and part-time academic, who died prematurely in 2021. In the text, De Wulf argues that it only makes sense to talk about a duty of loyalty for directors if one means a UK-style no-profit rule and that Belgian courts pay lip service to such a duty of loyalty for directors, but do not actually apply it and have indeed sometimes explicitly refused to apply it. De Wulf also argues that talk by German and Delaware courts about a duty of loyalty for shareholders verges on the misleading and, more importantly, that such a duty for (controlling) shareholders is not part of Belgian law and could not lawfully be construed by Belgian courts.
This is the draft of the contribution of Hans De Wulf to the liber memorialis of Didier Willermain, published by Larcier as Gouvernance et responsabilité. Mélanges à la mémoire de Didier Willermain (J.-Q. De Cuyper, B. Inghels et al., eds.), Brussels, 2023, p. 425-456.