Duty of Loyalty: Corruption of Company Directors and Prohibition of External Remuneration

IF 1.3 Q1 LAW

European Company and Financial Law Review Pub Date : 2024-05-16 DOI:10.1515/ecfr-2024-0002

Irene Navarro Frías

引用次数: 0

Abstract

39While corruption in the public sphere has traditionally been socially and legally reproached, private corruption has not. In the private sphere, the violation by a decision-maker of his or her positional duties in exchange for receiving an extra-positional benefit has not always been seen as conduct that should be prosecuted by law. However, this has changed in recent times and within the field of company law the prohibition of receiving external remuneration has emerged as one of the manifestations of the directors’ duty of loyalty. This paper examines both the basis and the elements of the prohibition and questions how far it should extend. In this sense, although it shares the convenience of enshrining the prohibition in law, it also warns about the dangers of an excessive extension of the prohibition of receiving external remuneration.

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忠诚的责任：公司董事的腐败和禁止外部薪酬

39 虽然公共领域的腐败历来受到社会和法律的谴责，但私人领域的腐败却没有受到谴责。在私人领域，决策者违反其职位职责以换取职位外利益的行为并不总是被视为应受法律追究的行为。然而，这种情况近来发生了变化，在公司法领域，禁止收取外部报酬已成为董事忠诚义务的表现形式之一。本文对禁令的依据和要素进行了研究，并对禁令的适用范围提出了质疑。从这个意义上讲，虽然本文赞同将禁止规定写入法律的便利性，但也对过度扩大禁止收取外部报酬的范围所带来的危险提出了警告。

本文章由计算机程序翻译，如有差异，请以英文原文为准。

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来源期刊

European Company and Financial Law Review LAW-

CiteScore

1.00

自引率

16.70%

发文量

期刊介绍： In legislation and in case law, European law has become a steadily more dominant factor in determining national European company laws. The “European Company”, the forthcoming “European Private Company” as well as the Regulation on the Application of International Financial Reporting Standards (“IFRS Regulation”) have accelerated this development even more. The discussion, however, is still mired in individual nations. This is true for the academic field and – even still – for many practitioners. The journal intends to overcome this handicap by sparking a debate across Europe on drafting and application of European company law. It integrates the European company law component previously published as part of the Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), on of the leading German law reviews specialized in the field of company and capital market law. It aims at universities, law makers on both the European and national levels, courts, lawyers, banks and other financial service institutions, in house counsels, accountants and notaries who draft or work with European company law. The journal focuses on all areas of European company law and the financing of companies and business entities. This includes the law of capital markets as well as the law of accounting and auditing and company law related issues of insolvency law. Finally it serves as a platform for the discussion of theoretical questions such as the economic analysis of company law. It consists of articles and case notes on both decisions of the European courts as well as of national courts insofar as they have implications on European company law.