Article 42 — Civil liability of directors

1. Member States shall ensure that the directors of an insolvent company are liable, in accordance with national law, for damage caused to creditors as a result of their failure to discharge the duty referred to in Article 40. 2. Where Member States have exercised the option provided for in Article 41(3), they shall ensure that directors who take measures as referred to therein are liable, in accordance with national law, for damage caused to creditors that would not otherwise have been caused had the opening of insolvency proceedings been requested in accordance with Article 40(1). 3. Member States may provide that liability as referred to in paragraph 2 of this Article is excluded where and to the extent that the directors can demonstrate, on the basis of objective circumstances, that the measures taken were reasonably likely to secure an equivalent or better outcome for creditors than that provided by the duty referred to in Article 40(1).