The Discharge of Directors from Liability: Implications in Different Jurisdictions

The Discharge of Directors from Liability: Implications in Different Jurisdictions

December 17, 2025

Some Annual General Meeting (AGM) proxy cards feature resolutions that seek to approve the discharge of directors from liability for the year under review. Discharge resolutions hold significant implications for shareholders, the company, and the board. This paper explores the circumstances and repercussions of discharge resolutions globally, with a particular focus on Europe, where the discharge resolution plays a significant role in many AGMs. We also delve into the absence of discharge resolutions in common law jurisdictions such as the United Kingdom and the United States. While prior studies have predominantly focused on civil law jurisdictions, our aim is, in part, to initiate a discussion regarding the factors contributing to the resolution’s presence at the AGMs of specific countries and its absence in others.

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