Personal liability of the directors towards the creditors follows the liability of the legal person, the one that is damaged by the torts of the directors, so that it aims to reintegrate the corporate assets. The damage thus affects the legal person and only indirectly and implicitly the creditors, the latter being the recipients of the compensation only in the case of the judicial liquidation of the legal person.The personal liab...

This article discusses the main elements of Directive 2017/828/UE amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement. Directive 2007/36/EC (Shareholder Rights Directive) was adopted in 2007 and, ten years later, in May 2017, it was strengthened through Directive 2017/828/UE (Shareholder Engagement Directive).The primary objective of the Shareholder Rights Directive was to ensure that nonr...

Members of the board of directors or board of supervisors mandate bears legal limitations and possible statutory limitations in order to ensure a fair administration, in the company’s interest, as it is sees by the law and the shareholders. To prevent the tendency of putting the personal interest above the company’s one, the law sanctions not only general issues, but defines certain particular situations considered presumptive conflictual...

Contrary to other professions, where there is a relatively balanced gender representation, there is a manifest disproportion in the case of boards of directors of listed companies in the European Union. In 2014, women accounted only for 20% of the total number of board members, 21% of the number of non executive members, 13% of the number of executive members and 3% of the number of CEOs. There are important differences between the memb...

This article covers the liability of the directors towards the company, different than the liability towards the third parties. The issue of the legal nature of this liability should not be controversial, for it is a contractual one. Law no. 31/1990 came (quite late) for the limited companies by stock (SA) with the bonus pater familias criterion, that means that the liability is appreciated by the objective criterion of a common...

The hereby article is meant to highlight and to accentuate the meaning given by the legislator to the provisions stipulated by art. 241 of the Capital Market Law, by comparing the limits of competence imposed on the executive management of a stock company, by reporting to the plenitude of competence belonging to the general meeting of shareholders, pursuing in the same time the interpretations given to this article, bearing a brief comp...