Author(s) Ana Filipa Duarte Ferreira
Advisor(s) Catarina Serra and Nuno Pinto Oliveira
Year 2017
Synopsis The development of this Master’s Degree Dissertation represents, in addition to a personal research project in an area of deep personal interest, a plan to provide a modest contribution to the analysis of the concept of damages and harm directly caused of Article 79, paragraph 1 of CSC. This Dissertation is divided into three chapters. In the first chapter I attempted to broadly frame the civil liability of directors towards shareholders and third parties through both the historical context of Article 79 of C.S.C., and a detailed analysis of comparative law, particularly the law in force in French law, Italian, German, Spanish and American laws. The second part of the thesis, titled “general regime of civil liability of directors” points to the fact that there is no legal relationship between the administrators and the partners or third parties. Not even the partnership agreement creates an obligatory link between the governing bodies and partners. So even if the partners or third parties establish direct contact with the administrator, its performance is attributed to the company, and a direct relationship between manager and partner or third party is not formed. Since there is no contractual relationship between the managers and the partners or third parties, the responsibility will be tortious and, as such, it is necessary to establish all the assumptions of liability, wrongful act, fault, damage and causation, Article 483º, nº1 of the Civil Code. Finally, the third part of the thesis refers to a patent requirement in Article 79, paragraph 1 of C.S.C., ie that the damage caused in the legal sphere of the partners or shareholders is directly caused. Thus, damage to the assets which indirectly cause harm to the partners or shareholders shall not establish civil liability of directors under this article.
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Author(s) Ana Filipa Duarte Ferreira
Advisor(s) Catarina Serra and Nuno Pinto Oliveira
Year 2017
Synopsis The development of this Master’s Degree Dissertation represents, in addition to a personal research project in an area of deep personal interest, a plan to provide a modest contribution to the analysis of the concept of damages and harm directly caused of Article 79, paragraph 1 of CSC. This Dissertation is divided into three chapters. In the first chapter I attempted to broadly frame the civil liability of directors towards shareholders and third parties through both the historical context of Article 79 of C.S.C., and a detailed analysis of comparative law, particularly the law in force in French law, Italian, German, Spanish and American laws. The second part of the thesis, titled “general regime of civil liability of directors” points to the fact that there is no legal relationship between the administrators and the partners or third parties. Not even the partnership agreement creates an obligatory link between the governing bodies and partners. So even if the partners or third parties establish direct contact with the administrator, its performance is attributed to the company, and a direct relationship between manager and partner or third party is not formed. Since there is no contractual relationship between the managers and the partners or third parties, the responsibility will be tortious and, as such, it is necessary to establish all the assumptions of liability, wrongful act, fault, damage and causation, Article 483º, nº1 of the Civil Code. Finally, the third part of the thesis refers to a patent requirement in Article 79, paragraph 1 of C.S.C., ie that the damage caused in the legal sphere of the partners or shareholders is directly caused. Thus, damage to the assets which indirectly cause harm to the partners or shareholders shall not establish civil liability of directors under this article.
See more here.