Corporate law, social managers, liability regime, company law, legal representation, civil liability, manager revocation, action ut singuli, limited liability companies, SAS companies, corporate purpose, corporate interest
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Abstract
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Abstract
The document discusses the liability regime of social managers, their powers, and the balance between their responsibility and authority within companies.
Extract
[...] The liability regime of social leaders: is it adapted to their powers? - Detailed plan I. The apparent imbalance between the liability of leaders and their powers in the external order The very broad scope of leaders 1. The Theory of Legal Representation: Justification of the Leader's Powers The power of legal representation of the company is defined: since it is endowed with a capacity for enjoyment that, in principle, obeys the principle of speciality, we should be able to say that it has no capacity for exercise (except for certain authors). [...]
[...] All this confirms the indemnary responsibility of the responsibility? So yes it comes to relieve the social manager but remains confirmed to its indemnary function? II. The balance ensured between the responsibility of the manager and their power in the internal order The societary functioning: component of the civil liability regime of social managers 1. The possible revocation of the manager from their functions Possibility of revoking the manager: power of parallelism, often it is the general assembly of associates who will be able to fire the manager. [...]
[...] The common law liability towards the company and the associates 1. The inapplicability of the condition of separable fault from functions The social action or individual action. Example for individual damage 15 May 2007 and 9 March 2010. 2. Liability Insurance for Social Managers This is an opening on the system in question, which smiles at this insurance? It is the society itself that smiles at the civil liability insurance of its social managers and will pay the premiums. Note that it is deductible from taxes. [...]
[...] The difficult implementation of the personal liability of the manager by the third parties 1. A criterion of praetorian origin: necessity of a fault separable from the functions The fault of the manager must be outside of his functions so that the third party can directly attack the manager: he will therefore have to demonstrate a fault separable from his functions. We are here inserting the screen of the moral personality of the company. Decision of principle 20 May 2003 concerning the detachable fault criteria : intentional faults, gravity of the fault and incompatibility of the fault with the normal exercise of the social functions of the manager. [...]
