Om revisorns externa skadeståndsansvar

Sammanfattning: It has been compulsory to Swedish limited companies to appoint an auditor to examine the company’s annual report and accounts as well as the management by the board of directors and the managing director up until the year of 2010. The duty to appoint an auditor partly disappeared and is now optionable for smaller private limited companies. Even though it is an option almost 50 % out of all of the limited companies in Sweden have appointed an auditor to examine the company. The liability in damages of auditors has recently been a highly debated issue, primarily regarding the inaccuracy of the annual reports with general accounting standards. The liability of auditors to external parties in the 29 chapter 1-2§§ Swedish Companies Act recognises both shareholders and “other” as such external injured parties. The purpose of this thesis is to examine what kind of entities that can be subject to the requirement “other” and therefore be damage entitled and how the liability in damages of auditors is expressed within Swedish law. The auditor is obliged to examine the company’s annual report and accountants. If an auditor would perform the examination with negligence he or she is liable for the economical damages that occur as a result of the negligence. Furthermore, in order for external injured parties to hold an auditor liable for economical damages, he or she must also be in breach of the Swedish Companies Act, the applicable annual reports legislation or the articles of association. The liability in damages of auditors in the Swedish Companies Act is depending on several different components. In order for liability to occur a proximate cause consequence and damage is required. If an auditor out of negligence does not criticize the used accountant principles in the audit report it is always referred to as a case of non-compliance. This resulting in several hypothetical chains of events that are relevant when evaluating the proximate cause consequence of damage. Several cases of the auditor’s liability have been brought up in court the last couple of years. The case regarding the company Prosolvia left the Swedish companies with less legal certainty on how to apply the law in practise than before the judgement. The court of appeal gave the plaintiff a relief regarding the burden of proof by referring to an earlier judgement by the Supreme court. The judgement did not concern company law, and therefore it was an unusual interpretation for the court to do. This resulted in the highest damages ever in Swedish law. A year later, 2014, the Supreme court criticized the relief that the court of appeal used and made clear that it was not applicable within the Swedish company law. Furthermore the Supreme court stated that when identifying the external injured parties subject to the requirement “other” this shall be done by examining what interest the legislation has to protect.