Civil and Criminal Liability of the Chairman, Members of the Board of Directors, and Managers in Joint-Stock Companies in Light of the Saudi Companies Law

Abstract

This study aims to analyze the statutory framework governing the civil and criminal liability of the chairman, board members, and managers of joint-stock companies, in light of the provisions of the Companies Law and its Implementing Regulations. The study stems from highlighting the pivotal role played by senior management in joint-stock companies and the legal consequences arising from the exercise of their powers, which affect the interests of the company, the rights of shareholders, and third parties, as well as their impact on the integrity and efficiency of the financial market. The study examines the statutory basis of civil liability by addressing the duties of care and loyalty, liability claims and their limitation periods, and the business judgment rule. It also addresses criminal liability by identifying serious and less serious offenses related to corporate management, along with their constituent elements and procedural aspects. The study adopts a comparative analytical approach, drawing on comparative legal doctrine, with the aim of reaching findings and recommendations that contribute to strengthening corporate governance and reducing statutory and legal risks in joint-stock companies.