Τα ειδικά ζητήματα ευθύνης των μελών του Διοικητικού Συμβουλίου της Α.Ε. και η άσκηση της εταιρικής αγωγής

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Keywords
Διοικητικό συμβούλιο ; Ανώνυμη εταιρία ; Διαχείριση ; Εκπροσώπηση ; Εσωτερική ευθύνη ; Εξωτερική ευθύνη ; Αστική ευθύνη ; Ποινική ευθύνη ; Μέτοχοι ; Εταιρική αγωγήAbstract
This paper focuses on subjects such as the liability of members of the Board of Directors of a public limited company under Articles 102 et seq. of the Act No. 4548/2018. In the first chapters of this work, a theoretical approach is given to the role of the Board of Directors as a collective body, with particular reference to both its connection with the company and its constitution. The following is an analysis of the responsibilities of the members of this body, i.e. the tasks of managing internal corporate affairs and representing the company's legal personality in external relations and transactions, followed by the main part with the theoretical and legal approach to the liability of the members of the Board of Directors towards the company, shareholders, corporate creditors and third parties. The distinction between internal and external liability is one of the main pillars of this paper and extensive analysis is given of liability issues arising from the breach of various special laws beyond the current Corporations Act, such as provisions of criminal and bankruptcy law. The theoretical approach, combined with a literature review and with the help of valuable examples of case law, is an attempt to highlight the crucial role of the abovementioned administrative organ in the proper conduct of company affairs and the individual responsibilities arising from the faulty actions of members who exercise their administrative duties contrary to the company interest. Finally, reference is also made to the exercise of corporate action as a means of exercising the company's claims against those liable for personal injury.