Limitări şi conflicte de interese la numirea şi în exercitarea mandatului de administrator al unei societăţi comerciale

Dr. Sebastian BODU, MBA

Avocat, Baroul Bucureşti

ABSTRACT

Members of the board of directors or board of supervisors mandate bears legal limitations and possible statutory limitations in order to ensure a fair administration, in the company’s interest, as it is sees by the law and the shareholders. To prevent the tendency of putting the personal interest above the company’s one, the law sanctions not only general issues, but defines certain particular situations considered presumptive conflictual form the interest standpoint. Limits of the general mandate of administration differ a lot by the legal form of the company. As for the conflict of interests, can occur either at the nomination, either during the term of the mandate and, in this last case, they are attached to the decisional process, representation or making personal profits by using information obtained as a...