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Journal articles on the topic 'Liability of de facto director'

Author: Grafiati

Published: 18 April 2022

Last updated: 30 July 2025

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1

Liu, Zhenmeng. "The ‘De Facto Director’ System Under China's New Company Law: Criteria for Determination and Assumption of Responsibility." Law and Humanities 1, no. 2 (2025): 9. https://doi.org/10.63313/lh.9011.

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One of the significant achievements of the revision of the Company Law of the People's Republic of China (2023 Revision) is the further refinement of the fidu-ciary duties of directors, supervisors, and senior management, which are re-flected in the ‘de facto director’ provision. This refinement was made by com-bining beneficial explorations in China's judicial practice with mature experi-ences from foreign laws. This revision also provides concrete responses to nu-merous issues of concern to the legal community, further solidifying the duty and liability framework for directors, supervisors,

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2

Banović, Jovana, and Jovana Mihailović. "Director as a responsible person: Certain company and criminal law issues." Годишњак Факултета безбедности, no. 1 (2021): 121–42. http://dx.doi.org/10.5937/fb_godisnjak0-33325.

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The management of the company and its directors are frequently recognized as potential subjects of criminal liability. It raises the question whether that liability is also applicable on subjects who control or manage the company in an indirect or informal way. With the aim to find the answer, in the first part of the paper, the definition of the term director is analyzed from the aspects of the comparative legal tendencies (de jure, de facto and shadow directors) and domestic positive regulation. Also the paper contains the insight in consequences which the scope of the subjects of the civil

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3

Teliceanu, Viorel-Gabriel. "Criminal liability of the Director in case of tax evasion offences." Eximia 12 (September 17, 2023): 124–32. http://dx.doi.org/10.47577/eximia.v12i1.346.

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Tax evasion, which is included in the category of economic and financial offences, essentially consists of all unlawful procedures by means of which natural or legal persons evade taxable income by failing to fulfil their fiscal obligations.Tax evasion offences are mainly based on economic activities carried out by companies, which raises the question of the criminal liability of the statutory Director, de facto Director or the Company. The criminal liability of the natural person does not remove the criminal liability of the legal person, although in the judicial practice, there is a temptati

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4

Patakyová, Mária, and Jana Duračinská. "Limited Liability Company in Slovakia: Current Problems Faced." Central European Journal of Comparative Law 1, no. 1 (2020): 179–94. http://dx.doi.org/10.47078/2020.1.179-194.

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This article is focused on the Limited Liability Company (LLC), the most popular form of company in Slovakia, as a legal form for small and medium enterprises. The article analyses selected topics that are important for comparison and for establishing a better understanding of the Slovak regulation; these are mainly capital requirements and capital protection, bans on the return of investment contributions, management responsibility, the responsibility of the single or majority member, and rules on minority protection. The article also describes the current problems regarding the LLC regulatio

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5

Arora, Yatin. "What Went Wrong With Wrongful Trading?" Business Law Review 43, Issue 4 (2022): 164–77. http://dx.doi.org/10.54648/bula2022024.

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In seeking to combat the abuse of limited liability, the wrongful trading provision under section 214 of the Insolvency Act 1986 has long formed part of the UK’s ex post facto creditor protection strategy. However, despite being introduced nearly forty years ago, claims for wrongful trading have been far and few, raising key questions over the provision’s potential. In light of these low numbers, this article assesses the effectiveness of section 214, by examining whether it achieves its underlying objectives. It is argued that, as the regime’s development has been riddled with a lack of clari

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6

Poiedynok, V. V., and I. V. Kovalenko. "RESPONSIBILITY OF DIRECTORS IN BANKRUPTCY PROCEDURES UNDER EU LAW AND INDIVIDUAL MEMBER STATES OF EU." Economics and Law, no. 1 (April 15, 2021): 48–60. http://dx.doi.org/10.15407/econlaw.2021.01.048.

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The Bankruptcy Proceedings Code of Ukraine provides for the possibility of imposing liability under the obligations of the debtor – a legal person on the founders (stakeholders, shareholders) or other persons who have the right to give mandatory instructions to the debtor or have the opportunity to otherwise determine his actions. As a result, "comfortable" organizational forms of companies, such as LLCs and JSCs, have become risky for investors; managers, who may be employees, bear risk too. The article analyzes the legislation of the EU and some EU member states (Germany, France, Spain, the

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7

Sert, O. V. "About the liability of executive and non-executive members of the board of directors." Analytical and Comparative Jurisprudence, no. 1 (March 1, 2025): 278–86. https://doi.org/10.24144/2788-6018.2025.01.45.

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In the article there is an analysis of the basis and conditions for holding members of the board of directors legally liable, including those not formally elected to the board but who, in fact, perform the functions of this body («directors de facto»). Based on the fact that the election of board members establishes corporate relations between them and the corporation, and in the case of directors with whom an employment contract is concluded, also establishes employment relations, issues of legal application and conflicts between intersectoral norms regarding the property liability of board m

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8

Olesiak, Jarosław, and Łukasz Pajor. "Personal liability of a de facto director for the tax debts of a limited liability company under German, Austrian and Polish law." Przegląd Ustawodawstwa Gospodarczego 2023, no. 9 (2023): 27–33. http://dx.doi.org/10.33226/0137-5490.2023.9.4.

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9

Kaltzum Salzabiela A Paseng. "Pemberhentian Direktur Tanpa Kesempatan Membela Diri Melalui RUPSLB." Politika Progresif : Jurnal Hukum, Politik dan Humaniora 2, no. 1 (2025): 95–102. https://doi.org/10.62383/progres.v2i1.1315.

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The dismissal of a director from his position, based on article 105, is carried out through a GMS. According to article 78 of the PT Law, a GMS consists of an annual GMS and other GMS. Other GMS, as explained in article 78 paragraph 1, in practice, are known as Extraordinary GMS (EGMS). Unlike the annual GMS, an EGMS can be held at any time, based on the needs for the benefit of the company. Based on the trial facts in the decision of the West Kutai District Court regarding the discovery of facts about the dismissal and replacement of directors at PT Sendawar Adhi Karya. It is known that the d

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10

Yuan, Mingzhu. "Bankruptcy Filing Obligation of Directors in Distressed Enterprises." Scientific Journal Of Humanities and Social Sciences 7, no. 8 (2025): 110–16. https://doi.org/10.54691/ek5af930.

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In practice, when a company falls into financial distress and reaches a state of de facto bankruptcy, some directors may continue business operations, leading to a continuous deterioration of the company’s financial condition and an unreasonable reduction in creditors’ repayment ratios. China’s current legal system lacks an effective regulatory mechanism to address this issue. In contrast, Germany’s mandatory bankruptcy filing system and the UK’s wrongful trading regime have proven effective in safeguarding creditors’ repayment rights, offering valuable insights for China to critically referen

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11

Shuhua, Xia, and Zhao Qianqian. "Development and Test of Social Director of Sports Psychological Contract Scale." Tobacco Regulatory Science 7, no. 6 (2021): 5859–74. http://dx.doi.org/10.18001/trs.7.6.67.

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In order to provide important realistic basis for standardizing, guiding and governing the guiding behavior of social sports instructors, the measuring tools of psychological expectation were compiled. According to the survey data of 285 social sports instructors and 365 social sports instructors, project analysis, exploratory factor analysis and confirmatory factor analysis were carried out, and reliability and validity tests were conducted. The results are as follows: (1) the social sports instructors psychological contract scale by the growth and development, belonging and identity and norm

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12

Gutuza, Tracy. "Tax judgments and company law: Evidence of corporate governance concerns." South African Law Journal 142, no. 1 (2025): 129–50. https://doi.org/10.47348/salj/v142/i1a8.

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The article considers the role of tax disputes as a signal of a company’s approach to corporate governance by considering two tax disputes between the South African Revenue Service and the Steinhoff group. It seeks to illustrate the role of tax disputes as a signal of corporate governance concerns through an analysis of the two cases, namely CSARS v Capstone 556 (Pty) Ltd and CSARS v Kluh Investments (Pty) Ltd. The tests used in determining tax liability can be difficult to navigate where the respective roles of the board of directors, the directors and the shareholders are not clear, with de

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13

Lubis, Ikhsan, and Neneng Oktarina. "PERLINDUNGAN HUKUM TERHADAP DIREKSI YANG DIBERHENTIKAN TANPA MELALUI RAPAT UMUM PEMEGANG SAHAM (Studi Pada PT. Sumber Andalan Mandiri (SAM))." UNES Law Review 1, no. 2 (2018): 172–83. http://dx.doi.org/10.31933/law.v1i2.25.

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   One of the most incorporated legal entities as a business entity by business people today is a Limited Liability Company. In practice the mechanism for the appointment, replacement, and dismissal of the Board of Directors is not always adhered to properly by the Company's organs. In the case of PT. SAM with Phiedi as Director of PT. SAM has permanently and permanently dismissed one member of the Board of Directors from his position as a director without going through the GMS. Legal facts, the existence of e-mail dated April 22 and 24 2014 which essentially contained the di

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14

Kolawole, Falase, Okonkwo Okechukwu, and Jerome Agi. "Effect of Board Attributes and Ownership Structure on Financial Reporting Timeliness of Listed Consumer Goods in Nigeria." International Journal of Scientific and Management Research 05, no. 05 (2022): 117–37. http://dx.doi.org/10.37502/ijsmr.2022.5512.

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The study examined effect of board attributes and ownership structure on financial reporting timeliness of listed consumer goods in Nigeria. The research design was Ex post facto research design. This study used the entire 20 listed firms of consumer goods quoted on Nigeria’s equity market as at 31st December 2020 as its population. The study made use of purposive sampling technique. The sample size used is eleven (11). The period of the study was from 2011 to 2020. This study used panel data because the observations contain both time series and cross sectional units. Hence, panel multiple reg

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15

Lan, Sha, and Songmin Li. "The Impact of Director Executive Liability Insurance on Audit Pricing." Frontiers in Business, Economics and Management 10, no. 3 (2023): 7–12. http://dx.doi.org/10.54097/fbem.v10i3.11201.

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On April 3,2020, the news that Ping An Insurance of China responded to Luckin Coffee's claim for director liability insurance triggered a discussion about director liability insurance. Since 2002, more and more enterprises in China buy director liability insurance. So what is the impact of director liability insurance on enterprises? Can director liability insurance play its role, reduce the risk of enterprise fraud, and then reduce audit costs? Many scholars have studied this, but they have not reached a unified conclusion. This paper analyzes the case companies and studies the impact path of

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16

CHON, HUY JAE. "Scope of Requests and Related Issues in Representative Suits by Shareholder: Focusing on the Supreme Court 2021. 7. 15. Sentence 2018da298744." Korea Association of the Law of Civil Procedure 27, no. 2 (2023): 293–328. http://dx.doi.org/10.30639/cp.2023.6.27.2.293.

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In Article 403 of the Commercial Act, a claim for damages against a director is requested by a shareholder to the company prior to the filing of a representative suit. If the company that received the shareholder's request does not file an action for prosecution against the director within 30 days, the shareholder who requested may immediately file a shareholder representative action. Therefore, the content of the request is closely related to the cause of the claim in the shareholder representative suit. In this regard, if the cause of the claim is formed with different contents from th

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17

CHEN, Bing, and Shan LIU. "Directors' Tortious Liability: A Study of Case in Hong Kong and England." Greener Journal of Business and Management Studies 1, no. 1 (2011): 9–20. https://doi.org/10.15580/gjbms.2011.1.jmbs-11010.

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The study investigates both of the Identification Approach and the Agency Approach, where director’s personal tortious liability is explained by the director is the company itself or simply an agent of the company. The research will primarily cover the jurisdiction of England.  The paper aims to i) review the modern development of director’s personal tortious liability for acts committed in the course of operating the company; ii) examine two main conflicting approaches, the Agency Approach and the Identification Approach, in relation to director’s tortious liability; ii

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18

Shubhan, M. Hadi. "CHARGING DIRECTOR OF COMPANY WITH PERSONAL BANKRUPTCY FOR COMPANY MISMANAGEMENT." Jurnal Hukum dan Peradilan 8, no. 3 (2019): 353. http://dx.doi.org/10.25216/jhp.8.3.2019.353-370.

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This study aims to examine the theories, regulations, and practices at the commercial court in Indonesia regarding the possibility of charging director of limited liability companies (LLC, Perseroan Terbatas(PT)) with personal bankruptcy as a form of personal liability due to mismanagement causing the company to go bankrupt. This is an interesting issue to study because, in general, the rights and obligations of the company, and specifically LLC in this article, are separated from the rights and obligations of the directors. Therefore, the company’s liability cannot be requested upon its direc

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19

Bambang, Indra, I. Nyoman Sujana, and Putu Ayu Sriasih Wesna. "Legal Accountability of a Sole Director in Micro and Small Limited Liability Company." Journal Research of Social, Science, Economics, and Management 1, no. 8 (2022): 1048–60. http://dx.doi.org/10.36418/jrssem.v1i8.123.

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There is a need to investigate the regulation of legal accountability of a Sole Director who is also the founder of the company in a micro and small Limited Liability company based on Article 153 letter J of the Job Creation Law, because of the possibility of an ill-intentioned Director trying to protect his/her personal assets and assuming liability only for the shares he owns. Based on the aforementioned background, the problems in this study can be formulated as follow: 1. How is the accountability of a Sole Directors in a micro or small Limited Liability company regulated? and 2. What is t

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20

Bambang, Indra, I. Nyoman Sujana, and Putu Ayu Sriasih Wesna. "Legal Accountability of a Sole Director in Micro and Small Limited Liability Company." Journal Research of Social Science, Economics, and Management 1, no. 8 (2022): 1048–60. http://dx.doi.org/10.59141/jrssem.v1i8.123.

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There is a need to investigate the regulation of legal accountability of a Sole Director who is also the founder of the company in a micro and small Limited Liability company based on Article 153 letter J of the Job Creation Law, because of the possibility of an ill-intentioned Director trying to protect his/her personal assets and assuming liability only for the shares he owns. Based on the aforementioned background, the problems in this study can be formulated as follow: 1. How is the accountability of a Sole Directors in a micro or small Limited Liability company regulated? and 2. What is t

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21

Alahmary, Ayed Saad Ayed, and Muhammad Abdurrahman Sadique. "The criminal responsibility of the director of a one-person company in the Saudi system and Jordanian law." Al Hikmah International Journal of Islamic Studies and Human Sciences 4, no. 3 (2021): 184–226. http://dx.doi.org/10.46722/hkmh.4.3.21j.

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This study aims to study the nature of the criminal liability of one-person company director in both the Saudi and Jordanian systems in light of the legal basis of the criminal liability of one-person company director which is represented in freedom and choice. It also aims to present the conditions for criminal liability of one-person company director, and to examine the pillars of criminal liability. Additionally, it aims to highlight the most important situations in which the criminal liability apply to one person company director; and the difference between the Saudi system and the Jordani

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22

Shaw, Bill. "Statutory limits on director liability." Business Horizons 32, no. 4 (1989): 43–50. http://dx.doi.org/10.1016/0007-6813(89)90056-6.

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23

Coetzee, Lindi, and Bernardus Hermanus Botha. "De Facto and Shadow Directors: Lessons from New Zealand." South African Mercantile Law Journal 36, no. 2 (2024): 218–50. https://doi.org/10.47348/samlj/v36/i2a5.

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The term ‘director’ is commonly limited to de jure directors. The Companies Act applies to those individuals who fall within the definition of ‘director’. However, de jure directors are not the only type of director found in practical corporate settings. De facto directors are not appointed as directors but are held out by companies as directors. Shadow directors are persons who have not been validly appointed as directors and are not held out by a company as directors, but who exercise some measure of control over the affairs of a company. The existence of de facto and shadow directors is not

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24

Woo, Sohee, Chang Seop Rhee, and Sanghee Woo. "The Effect Of Directors And Officers Liability Insurance On Audit Effort." Journal of Applied Business Research (JABR) 31, no. 6 (2015): 2039. http://dx.doi.org/10.19030/jabr.v31i6.9466.

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This study investigates the effect of directors and officers liability insurance (hereafter, D&O liability insurance) on audit effort of auditors. D&O liability insurance is a liability insurance payable to top executives of a company as indemnification for losses or litigation costs from the lawsuits. Companies carry D&O liability insurance for the purpose of protecting their directors and officers from the legal actions. However, according to prior studies, the managers of their companies with D&O liability insurance may become more risk averse, and they take more risks for t

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25

AL-banna, Lina. "Legal Responsibility of Limited Liability Company’s Director." Al-Zaytoonah University of Jordan Journal for Legal Studies 3, no. 3 (2022): 195–209. http://dx.doi.org/10.15849/zujjls.221130.10.

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Abstract This study tackled legal responsibility of limited liability company’s director, by explaining the nature of limited liability company, the way of appointing its director, and defining his/her duties and powers towards the company. The key problem of the study examines the extent of the civil and penal responsibility of the Director or the board of directors towards the company. For this purpose, the study adapted both descriptive and analytical approach to analyze texts of the articles. This research concluded that, on the one hand, limited liability companies are of a mixed nature,

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26

Fyman, Barney. "Sweden: Impaired Capital and Director Liability." European Business Law Review 6, Issue 1 (1995): 8–11. http://dx.doi.org/10.54648/eulr1995005.

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27

Black, Bernard S., Brian R. Cheffins, and Michael Klausner. "Outside Director Liability: A Policy Analysis." Journal of Institutional and Theoretical Economics 162, no. 1 (2006): 5. http://dx.doi.org/10.1628/093245606776166543.

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28

Freeman, Edward H. "Director Liability in Computer Negligence Cases." Information Systems Security 9, no. 1 (2000): 1–5. http://dx.doi.org/10.1201/1086/43308.9.1.20000304/31344.5.

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29

Eichenseher, John W., and David Shields. "Corporate director liability and monitoring preferences." Journal of Accounting and Public Policy 4, no. 1 (1985): 13–31. http://dx.doi.org/10.1016/0278-4254(85)90010-9.

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30

Aguir, Iness, Natasha Burns, Sattar A. Mansi, and John K. Wald. "Liability protection, director compensation, and incentives." Journal of Financial Intermediation 23, no. 4 (2014): 570–89. http://dx.doi.org/10.1016/j.jfi.2013.04.001.

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31

Simangungsong, Marthin, Herlina Manullang, and Tulus R. G. Purba. "PERTANGGUNGJAWABAN PIDANA DIREKTUR PERSEROAN TERBATAS DALAM TINDAK PIDANA KORUPSI PROYEK TERBATAS PEMBANGUNAN RUMAH SAKIT (STUDI PUTUSAN NO.15 /PID.SUS-TPK/2018/PN.MDN)." NOMMENSEN JOURNAL OF LEGAL OPINION 2, no. 01 (2021): 103–32. http://dx.doi.org/10.51622/njlo.v2i01.214.

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The existence of corporations in the Criminal Code provisions that currently apply has not clearly stipulated corporations as perpetrators of crime because only Article 59 of the Criminal Code still regulates corporate provisions. However, the provisions of regulations outside the Criminal Code have clearly regulated the existence of corporations as legal subjects such as Law Number 40 of 2007 concerning Limited Liability Companies. Corporate criminal crime in its development has been widespread in people's lives, this can be done by the management of the corporation itself. The form of corpor

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32

Patricia Yosephin, Priscila. "Analisis Yuridis Pembubaran Perseroan Terbatas (PT) Yang Tidak Beroperasi." Recital Review 3, no. 2 (2021): 314–30. http://dx.doi.org/10.22437/rr.v3i2.15290.

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Dissolution of a limited liability company consists of some methods pursuant to Article 142 of Law No. 40/2007 On Limited Liability Companies, one of which is by a court ruling. According to explanation of Article 146 of the Law on Limited Liability Companies, dissolution of a limited liability company with an excuse that it no longer operates has to be proved with a letter submitted to tax agency. However, the law does not mention who is authorized to submit the letter to tax agency. This research analyses the position of directors and stockholders in the process of dissolution of a limited l

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33

Strath, J., and P. Harris. "What makes someone a de facto director?" Journal of Intellectual Property Law & Practice 9, no. 6 (2014): 447–48. http://dx.doi.org/10.1093/jiplp/jpu061.

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34

Alahmary, Ayed Saad Ayed, and Muhammad Abdurrahman Sadique. "The Civil Liability of the Director of a One-person Company in the Saudi System and Jordanian Law." Journal of Islamic Shariah 1, no. 3 (2021): 1–40. http://dx.doi.org/10.46722/jis.1.3.21a.

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This study aims to identify the civil liability of One-person company directors in both the Saudi and Jordanian laws and the related legal articles, to demonstrate the civil liability of One person company directors and when does it apply, and to shed light on the types of directors in One-Person Company in both Saudi Arabia and Jordan, and their obligations; also, the powers of the director and co-director and their limitations .The researcher used the analytical, inductive, and comparative methods by which several findings were achieved. The most important of which are: the Saudi government

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35

Nwafor, Anthony O. "Examining the concept of de facto director in corporate governance." Corporate Board role duties and composition 12, no. 2 (2016): 12–21. http://dx.doi.org/10.22495/cbv12i2art2.

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There are different categories of persons involved in the execution of the company’s affairs, but not all have the capacity to bind the company as the embodiment of the company itself. Those who exercise acts of management and control over the company’s business are usually referred to as the directors. Where persons who satisfy the statutorily prescribed qualification standard are duly appointed by the shareholders to exercise control and manage the affairs of the company function in that capacity, they are usually identified as de jure directors. But where there is no such appointment, or ir

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36

Arifin, Miftah, and Zaenal Arifin. "The influence of the Business Judgment Rule on the accountability of the Board of Directors for their errors or negligence based on Eisenberg's theory of Director's Accountability." Pena Justisia: Media Komunikasi dan Kajian Hukum 23, no. 1 (2024): 1011. http://dx.doi.org/10.31941/pj.v23i1.4208.

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<table border="0" cellspacing="0" cellpadding="0"><tbody><tr><td valign="top" width="406"><p class="TableParagraph"><em>In the business world, the Business Judgment Rule (BJR) is a legal principle that provides protection to directors when making risky business decisions, as long as those decisions are made in good faith, with sufficient care, and without personal interest. Although BJR is not explicitly regulated in Indonesian law, this principle is reflected in the Limited Liability Company Law and considered in the theory of director liability proposed by

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37

Harahonych, O. "Dismissal of a Director and Termination of Powers of the Sole Executive Body of a Limited Liability Company: Problems of Law Enforcement." Analytical and Comparative Jurisprudence, no. 3 (July 18, 2023): 155–63. http://dx.doi.org/10.24144/2788-6018.2023.03.27.

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The article is devoted to the study of problems of law enforcement that arise when a director is dismissed at one’s own will and the powers of the sole executive body of a limited liability company are terminated. The proposed solution to these problems involves clarifying the legal nature of the relations arising between the limited liability company and its director (the sole executive body), who initiates one’s own dismissal from this position (termination of these powers) at one’s own will. It also involves determining the norms applicable to the legal regulation of these relations and est

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38

Schipani, Cindy A., and George J. Siedel. "Legal Liability: The Board of Directors." Family Business Review 1, no. 3 (1988): 279–85. http://dx.doi.org/10.1111/j.1741-6248.1988.00279.x.

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39

Blyschak, Paul. "Corporate Foreign Corrupt Practices and Director Liability." Alberta Law Review 51, no. 3 (2014): 555. http://dx.doi.org/10.29173/alr49.

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This article examines the various forms of potential liability faced by directors in their capacity as such in connection with corrupt practices engaged in by the corporations they serve. Although generally little discussed to date, Canadian directors do face potential civil liability associated with contraventions of the Corruption of Foreign Public Officials Act that are particular to their status as directors of a corporation. This article thus highlights this particular area of corporate law by reviewing both Canadian jurisprudence and American case law to decipher what lessons Canadian di

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40

Ko, Jae-Jong. "Review on the director Liability restriction system." BUSINESS LAW REVIEW 31, no. 1 (2017): 75. http://dx.doi.org/10.24886/blr.2017.03.31.1.75.

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41

Wambach, Achim. "Outside-Director Liability: A Policy Analysis: Comment." Journal of Institutional and Theoretical Economics 162, no. 1 (2006): 26. http://dx.doi.org/10.1628/093245606776166589.

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42

Schmies, Christian. "Outside-Director Liability: A Policy Analysis: Comment." Journal of Institutional and Theoretical Economics 162, no. 1 (2006): 21. http://dx.doi.org/10.1628/093245606776166598.

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43

BASU, SUDIPTA, and YI LIANG. "Director–Liability–Reduction Laws and Conditional Conservatism." Journal of Accounting Research 57, no. 4 (2019): 889–917. http://dx.doi.org/10.1111/1475-679x.12267.

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44

van Zwieten, Kristin. "Director Liability in Insolvency and Its Vicinity." Oxford Journal of Legal Studies 38, no. 2 (2018): 382–409. http://dx.doi.org/10.1093/ojls/gqy013.

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Janků, Martin. "Liability of statutory organs in limited liability companies." Acta Universitatis Agriculturae et Silviculturae Mendelianae Brunensis 59, no. 2 (2011): 121–28. http://dx.doi.org/10.11118/actaun201159020121.

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Statutory organs of business companies (and similarly of co-operatives) have numerous obligations imposed by generally binding provisions; relied with these is the liability for non-fulfilment of the latter. Some of the obligations are imposed directly by the laws, some are assumed on contractual basis. Their infringements may lead to the liability for the situation and consequences occurred. The regulation of the liability of persons engaged in the company’s bodies covers persons that are entrusted by the management of foreign assets. Sometimes these are in fact not entirely foreign assets be

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Odoi, Reginald Nii Odoi. "SHIELDING DIRECTING MINDS OF COMPANIES AGAINST LIABILITY:." UCC Law Journal 4, no. 1 (2024): 1–20. http://dx.doi.org/10.47963/ucclj.v4i1.1545.

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Corporate Governance involves how companies are controlled and the role directors play in running the affairs of companies. Directors owe a fiduciary duty to the companies they administer and are required to observe the utmost good faith in their dealings. Where a director breaches the duties imposed by law or exceeds the powers so conferred, the director is to be personally liable for the damages caused actionable through fiduciary-duty litigation. This paper argues that though directors owe a duty of care, the “business judgment rule” or “business judgment presumption” should serve as a basi

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Ueda, Junko. "Directors Duties and Liability in Corporate Groups: A Japanese Perspective." European Business Law Review 27, Issue 2 (2016): 223–41. http://dx.doi.org/10.54648/eulr2016010.

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This article examines the issue of directors’ duties and civil liability from a Japanese perspective, particularly in the group context. Regulation of group companies has been widely discussed in the company law debates of Japan, but the article focuses on the reform initiative that resulted in the amendment of the Japanese Companies Act in 2014. Directors’ duties and civil liability have always been central in company law. However, when we place it in the group context, multiple difficulties arise and the facts that may require special protection could vary. The article analyses how the past

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Kosyakin, Igor A. "Subjective-objective standard of the director’s behavior." Gosudarstvo i pravo, no. 8 (October 27, 2024): 104–14. http://dx.doi.org/10.31857/s1026945224080101.

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The article examines the standard of behavior of a director, with which the behavior of a director held liable for causing losses to a legal entity is compared. By drawing on comparative legal material (England, USA, France, and Germany), analysis of Russian legislation and judicial practice, it was concluded that the courts strive to introduce a subjective component even into a standard that is formulated at the legislative level as objective. This is explained by the activities of the director in the business environment, which now is impossible to fully understand and identify all cause-and

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Veress, Emöd. "The Duty of Care in Romanian Company Law." AUC IURIDICA 68, no. 3 (2022): 75–86. http://dx.doi.org/10.14712/23366478.2022.37.

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An enduring problem in company law is the liability of directors to the company for damage caused by wrongful acts. On the one hand, levers must be created whereby this liability exists, is effective, and plays a preventive role: a director is discouraged from carrying out damaging activities. On the other hand, the business world involves taking risks. It is sometimes regular for companies to suffer losses, not because of a mistake by a director but because of factors external to the director’s conduct. The director should therefore be encouraged to take certain risks. It all comes down to a

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Khan, Sarfraz, and John K. Wald. "Director Liability Protection, Earnings Management, and Audit Pricing." Journal of Empirical Legal Studies 12, no. 4 (2015): 781–814. http://dx.doi.org/10.1111/jels.12092.

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