| Abstract [eng] |
The Master's thesis analyses the concept of confidential information and trade secret, the duty of the head of a legal person to protect the company's confidential information, as well as the ways of implementation of the protection of confidential information and the responsibilities arising from the breach of such duty. As the exact definition of confidential information is not provided in the Lithuanian legislation, the concept of confidential information is disclosed by means of the attributes contained in the legislation and case law. This Master's thesis also distinguishes between the concepts of confidential information and trade secrets, which are often mistakenly identified in practice. This Master's thesis reveals the specific dual legal regime of the head of a legal person, which has features of both employment and civil relations. As the manager of the company is subject to an employment contract, he is also subject to the rules of labour law, i.e. like other employees of the company. Similarly, since the head of a legal person acts as an agent of the company, he is also subject to the rules of civil law. The civil duties of the manager are described as fiduciary duties, i.e. the manager must be loyal to the company, act solely in the company's interest, act honestly and reasonably, not confuse personal interests with those of the company, and respect confidentiality. The main focus of this paper is on the implementation of the duty of the head of a legal person to protect the company's confidential information. It examines the manager's day-to-day organisation of the company's activities, as well as the proper implementation of legal relations with other entities in the context of the protection of confidential information. In addition, the ways of implementing the protection of shareholders' interests are analysed and presented, i.e. limitation of the manager's discretionary power, periodic operational and financial audits and other measures applicable in the context of employment law. This work also analyses the liability that arises if the head of a legal person breaches his or her duty to protect confidential information, and the resulting liability under the different types of law (labour, civil and criminal). The essential distinction between civil and labour law is whether the manager is acting as an agent of the legal person (civil liability) or as an employee (liability under labour law). Criminal liability should only apply if all the qualifying elements are present and justice cannot be adequately served under civil or labour law. |
