| Abstract [eng] |
Nature, Meaning and Implementation of Executive Fiduciary Duties in the EU Context The aim of this research is to reveal the historical nature, evolution and meaning of fiduciary relations institute, especially in the context of directors’ fiduciary duties. This work as well as explores the meaning of directors’ duties such as duty of loyalty and duty of care and their realization as fiduciary duties at some chosen European Union countries in order to identify the differences and similarities of these duties among indicated countries. This study seeks to analyze the harmonization and implementation of directors’ fiduciary duties in the European Union. The first part of the research starts with revealing of the fiducia institute rudiment and meaning in the Ancient Rome. In this paragraph fiduciary relations rudiments in common law or rather in the England jurisdiction are also reviewed, because the concept of fiduciary duties was justified by England’s courts. And finally, it explains how this institution was transplanted to continental’s law jurisdictions. The second part deals with the meaning of fiduciary duty. It discloses the purpose and content of directors’ fiduciary duties. The main propose of these duties is to ensure that director of the company would be loyal and would act in the interests of his company, not for his own or other third parties’ interests. The third part analyzes the content of director’s duty of loyalty and responds how this duty is realized in England, Germany, France, Finland and Lithuania. It reveals a slightly different approach of mentioned countries to the duty of loyalty. This part as well as examines the director’s duty of care as fiduciary duty and criticizes those countries’ legal doctrines and courts’ decisions by which duty of care is defined as fiduciary obligation. Whereas, a duty of care is unrelated to potential risks of director’s disloyalty, it should be interpreted as professional responsibility arising from tort law. This section concludes that insufficiently effective corporate governance and unequal status of the shareholders among European Union countries shows the need to harmonize directors’ fiduciary duties in all European Union. The fourth part deals with the regulation and meaning of fiduciary duties in European Union legislative and the initiatives of corporate governance harmonization in the context of directors’ fiduciary duties. It analyzes European Commission’s third proposal to adopt the Fifth company law Directive, as well as the draft of the European Model Company Act and these acts influence the further regulation of fiduciary duties throughout the European Union. |
