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The Evolution And Complexity Of Directors' Duty Of Care

Author

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  • Adina Ponta

    () (Faculty of Law, Babes-Bolyai University, Cluj-Napoca)

Abstract

The duty of care, which sets the standard of conduct of a „good director” is currently governed by the Romanian Companies Act and the Civil Code. The corroboration of the two legal acts is challenging, the paper in hand aims at a comparative view of the legal norms and at the appraisal of the content of this fiduciary duty in the modern context of the competitive economy. The nature of this fiduciary duty and the cases when it can be defied according to the Romanian Law are discussed in terms of the literature and the case law that inspired the legislator. By creating parallels between the content of the agency and the traditional characters of the director's office, mainly tagged with legal prerogatives, the study will reveal the importance of the fiduciary characters of the director’s function. The conclusions will catch the effects of standardizing the substantive exercise of the duty of care and the importance of defining the fiduciary character of directors’ duties, both with respect to case law and as well for healthy business relationships.

Suggested Citation

  • Adina Ponta, 2015. "The Evolution And Complexity Of Directors' Duty Of Care," Perspectives of Law and Public Administration, Societatea de Stiinte Juridice si Administrative (Society of Juridical and Administrative Sciences), vol. 4(1), pages 38-51, December.
  • Handle: RePEc:sja:journl:v:4:y:2015:i:1:p:38-51
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    File URL: http://www.businesslawconference.ro/revista/articole/an4nr1/Art.%208%20Adina%20Ponta%20EN.pdf
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    Keywords

    duty of care; agency; director; fiduciary duties; directors' liability.;

    JEL classification:

    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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