Directors are the pillars of corporate governance, being responsible for managing the company’s affairs with loyalty, diligence, and care, in the collective interest of shareholders. At the same time, transparency and adherence to best practices are essential for fostering trust and avoiding conflicts of interest. Regarding the shareholders, there is no corporate interest they are required to follow; however, conflicts of interest in voting a...

The administrator’s loyalty obligation raises a number of problems when the company he manages is part of a group of companies. Who is the beneficiary of the loyalty obligation or to whom does the administrator owe loyalty? What interest should this pursue: the interest of the company or the group? What is the content and extent of his loyalty obligation? Does it extend to business opportunities or not? The lack of legal personality of the grou...

Our research aims to go forward with the legal analysis of the issue regarding the civil liability for professional malpractice, more precisely, identifying special coordinates on which this liability lies. If in the first part we have identified the main obligations of the professional, the second part is intended for special obligations. These kind of obligations are found about all categories of professionals and works as a genuine protect...