The paper analyzes the jurisprudential recognition of good faith in corporate governance, initially as a condition of the business judgement rule and subsequently as a component of the duty of loyalty. The objective of this paper is not to identify the contours of this duty, rather it will examine different interpretation methods, the most relevant being the identification of good faith as a distinct and selfstanding fiduciary duty in 19...

Irregularities in the company’s internal decision-making process cannot affect the validity of the company’s acts concluded with outside third parties, where the company’s agreement was based on the legal representatives’ authority to act, not on a resolution of the shareholders’ general meeting. However, case law is not unitary in this sense. When it comes to directors’ liability, views may differ on the very nature of such liab...