| Abstract [eng] |
Problems of Functions of Members of Management Body and Supervisory Body and of Separation of Liability. This research provides with the most common issues concerning separation of functions and liability of public limited liability company‘s management and supervisory organs. After the performance of Lithuanian and foreign law doctrine analysis, as well as Lithuanian case-law, insights on the relations and separation of management and supervisory organs functions and liability, according to their origins and incumbent duty standards, are given. This research presents, that management function in public limited liability companies is directly performed only by its management board and managing director and the real control of founders‘ assets is basically implemented not only by the managing director, but the management and supervisory board members too. This research shows, that the performance of management function shall not be considered as the only source for fiduciary duties – they also arise from the supervisory function, so the duties for persons monitoring public limited liability company‘s management bodies coincide, no matter if a separate supervisory organ or a managing board consisting of executive and non-executive directors is functioning. The research inter alia discusses why liability of public limited liability company‘s managing director in Lithuania for improper performance of fiduciary duties within “outside” and “inside” relations shall coincide with the liability of its management board members, pursuant to the principle of equality of management organs, why the employment contract with managing director shall be eliminated from Lithuanian legal system, as well as why it would be useful for national legislator to provide for possibility to conclude civilian nature contracts with all members of public limited liability company’s management and supervisory organs. |
