| Abstract [eng] |
The aim of this thesis is to investigate the nature of fiduciary duties of corporate directors and to ascertain the significance and means for implementation thereof in the European Union. In this thesis the nature of fiduciary duties of corporate directors is examined through the research of the origin of fiduciary duties that historically in Europe first emerged in the private law of ancient Rome, were developed in the English equity law in the context of trusts and substantiated by the doctrine of agency costs formed within the framework of the science of economics, reaching a conclusion that the nature of fiduciary duties of corporate directors lies in the concept of agency of the corporate interest in a legal sense and representation of the interest of corporate shareholders and creditors (in the event of corporate insolvency) in the economic sense. The significance of fiduciary duties of corporate directors is revealed by reviewing the economic circumstances which encouraged the adoption of modernization programmes for legal regulation of corporate governance and implementation of directors’ duties in the European Union. The issues of the implementation of fiduciary duties of corporate directors are analysed based on mandatory and optional legal provisions of the European Union aimed at resolving the conflict of interest between the personal interests of corporate directors and their duties to the corporate entity which forms the essence of the need for fiduciary duties of corporate directors including criteria and purpose of the independence of corporate directors, establishment of the structure and form of the remuneration of corporate directors, disclosure and approval of related party transactions. In the context of the legal status of a corporate director issues of legal qualification of the contractual relationships between the corporate entity and the director as well as the issues of de facto and shadow directors are briefly touched upon. The circle of stakeholders in respect of which a corporate director as an agent of a corporate entity may be regarded as owing duties is discussed and a conclusion is reached that numerous duties owed to a wide circle of stakeholders by the corporate director as an agent of a corporate entity can not be regarded as fiduciary duties unless they aim at resolving a conflict of interest of a corporate director as an agent of a corporate entity. |
