A vezető tisztségviselő társasággal szembeni polgári jogi felelőssége az aktuális román szabályozás tükrében
The Civil Law Liability of Company Chief Officers Towards the Company According to Current Romanian Law

Summary/Abstract: The present study examines the theoretical framework in Romanian law for the rules governing civil liability of chief company officers towards the company which they are meant to represent. We provide a description of the practical implications of the different solutions offered up by legal literature to the more contentious issues regarding this framework. We establish that the Romanian legislator does not elaborate on the nature of the chief officer’s legal relationship with the company other than stating that this is based on the contractual rules of mandate. We examine in detail the nature of this contractual relationship from the perspective of varied stances expressed in the literature and conclude that this relationship in fact presents a dual nature, both contractual and legal, with effects in the field of applicable rules of liability. We establish that the liability of the chief officer towards the company is based on fault mainly in cases when it is not contractual in nature. In the case of liability for breach of contract as a rule no fault is required. We examine the legal standards imposed on the conditions for liability of chief company officers and go on to conclude that the Romanian norms are imperfect and incoherent in regulating the matter.

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