Description: Issues concerning the board members’ duty of loyalty have, during the recent years, attracted much attention due to the so called corporate scandals. It is quite clear that the board members and the managing director have a duty of loyalty, but the meaning and the outer limits of the duty of loyalty are eminently unclear.

The overall aim with the thesis is to analyze and systematize the rules and principles that deal with the duty of loyalty for the board members and the managing director in a limited liability company. Within that overall aim I will especially analyze: (i) the board members’ legal status, (ii) to whose interests the duty of loyalty is tied, which will include an analysis of the concept “the interests of the company”, (iii) the meaning and outer limits of the duty of loyalty, (iv) the relationship to the rules concerning conflict of interest and the so called general clause and (v) legal consequences upon a breach of the duty of loyalty.