Duty of loyalty of members of corporate bodies in a capital company Cover Image

Obowiązek lojalności członków organów spółki kapitałowej
Duty of loyalty of members of corporate bodies in a capital company

Author(s): Robert Stefanicki
Subject(s): Business Economy / Management, Law on Economics
Published by: Krajowa Izba Radców Prawnych
Keywords: Loyalty; good faith; general clause; company interest; shareholders of capital companies

Summary/Abstract: The law, for its proper exercise of regulatory functions, should be a source of values recognized in society. Its strength does not lie in the casuistry of formal orders and restrictions, but in the interpretation of its rules by axiology, in which the demand for a fair conclusion and performance of agreements, e.g. in corporations, is the most vital factor. The following considerations constitute an extension of the thesis that maintaining loyalty in capital companies applies to members of all its bodies. This obligation is identified with the integrity of their relations with the company, even if it is not stated expressis verbis in the Polish Commercial Companies Code in the form of a general clause, and pervades the entire regulation as one of the fundamental concepts determining the content of the law in the process of its application.

  • Issue Year: 2019
  • Issue No: 2
  • Page Range: 11-32
  • Page Count: 22
  • Language: Polish