Lojalność członków organów kolegialnych w spółkach kapitałowych
Loyalty of members of collective bodies in capital companies

Summary/Abstract: The research attempts to establish a definition for the term “loyalty”, which does not appear in the Polish Code of Commercial Companies. The legal effects of breaching the duty of loyalty by a member of a collective body of a capital company is also analyzed. A number of circumstances stipulated in the provisions of an agreement, which concern the issue of loyalty, are also examined. The study applies the dogmatic-constructive method which refers to the institution of loyalty of members of collective bodies in capital companies. The place of the organs within the legal structure of a capital company and their legal regulation in the private, more specifically civil law system are shown. As a result of the study, the terminology apparatus of the organ and the loyalty, as well as the legal effects stemming from the duty of loyalty in the form of a non-compete clause, are arranged. As a consequence, it is established that the duty of loyalty does not apply solely to members of the management board of a capital company, but also to members of the supervisory board and the audit committee. This explains the systemic argument which seeks to ensure full legal regulation of a limited liability company as well as a joint stock company, and to protect the interest of the capital company and its participants.

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