| Abstract [eng] |
In Lithuania, the company's director has a very wide range of rights. In practice, it means that the director's activities are inseparable from taking high risks in the day-to-day operations of the company. Performing his duties improperly or negligently, the head of the company may not only cause losses to the company itself, but also to influence the relevant business sector in an unfortunate way. It should be noted that a proper and uniform legal liability application of the company director actions would not only help to avoid situations where company executives can face civil liability for mismanagement, but also encourage to behave properly and to operate in favour of the market. This paper examines dilemmas of the manager’s civil liability in internal relationships. The aim of this topic is to analyse the legal status of the directors in the company as well as the limits of civil liability application to them and the opportunities to defend the company's procedural rights. According to the aims and objectives of this master's thesis, this paper is divided into three main parts: the first part discusses the legal status of the head of the company, identifies problematic aspects of the director's legal status dualism as well as examines their employment status through the prism of civil and labor law. Defines both de facto and temporary director rights as well as discusses the civil liability conditions applicable to them. Second part of the paper discusses the responsibilities of loyalty and diligence applicable to the head of the company, presents the ways of the business decision rule application and its development in both Lithuania and abroad, examines the statutory duties of the head of the company. In the third part of the thesis, procedural forms for the company's interests protection are analysed; the examples of direct company claims in court practise are presented together with a definition of a derivative claim as well as the circumstances of its appearance and the peculiarities of its application. The main conclusion of this thesis is related to the problem of the director's responsibilities dualism. The essential criterion for determining the type of liability to be imposed on a director is the nature of the managerial duties violated. However, the issue of liability cannot be determined separately, and therefore, factors to consider include the circumstances under the breach of loyalty and diligence. The validity of the business decision rules applied needs to be established together with the legal status of the manager in the company - whether the manager was appointed by law at the time of the violation in the prescribed manner, whether he was a de facto manager or a particular person acting temporarily as a director. Finally, in the event of a breach of the company rights, the company can utilise its procedural rights violation acts i.e. issuing a direct or derivative claim. |
