Personal Liability in Cartel Law – What Managing Directors Should Know

The German Federal Court of Justice (BGH) is currently looking at an important question: can managing directors be held personally liable for cartel fines, or do such penalties remain the sole responsibility of the company?

This issue came up in a recent case where a former managing director was fined €126,000, while the company itself had to pay several million euros. Lower courts in Düsseldorf rejected the company’s attempt to recover the fine from the director, arguing that fines are meant to punish the company and prevent future violations. If the company could simply pass the fine on to its manager, the deterrent effect would be lost.

However, the courts did accept that a managing director might still be personally liable for other cartel-related damages, such as legal fees or compensation claims brought by third parties harmed by the cartel. Since the conduct in this case went on for years, the potential claims against the director could be significant.

The BGH has now asked the Court of Justice of the European Union (CJEU) for guidance. Specifically, the judges want to know whether EU law requires limiting directors’ liability so that corporate fines, especially cartel fines, cannot be shifted onto them. The CJEU’s decision will clarify whether such recourse is allowed.

What does this mean in practice?

• For now, managing directors in Germany do not usually pay cartel fines out of their own pocket.

• They may, however, face personal liability for other costs linked to cartel behaviour, especially compensation claims.

• The final word will come once the CJEU and BGH have issued their rulings.

• The decision will send a strong signal for all EU countries and shape how corporate and individual liability are balanced across Europe.