The Obligation of Loyalty and Non-Competition of Administrators / Directors and Associates of Commercial Companies
The Obligation of Loyalty and Non-Competition of Administrators / Directors and Associates of Commercial Companies

Author(s): Vasile Nemeş, Gabriela Fierbinţeanu
Subject(s): Law, Constitution, Jurisprudence
Published by: Societatea de Stiinte Juridice si Administrative
Keywords: administrator; commercial companies; loyalty; diligence; noncompetition;
Summary/Abstract: Being the manager of another's assets is no longer a simple contractual relationship under the current circumstances. The duty of diligence, honesty and loyalty of the administrator towards the beneficiary receives a legal consecration in the new Civil Code as a sign that the general rule evolves sometimes anticipating the need to change the special rule. In this context, to talk about the loyalty of administrators considering the provisions of the Law no. 31/1990 on societies and about the tripartite partnership-administrator-associate-trading company from the perspective of diligence and honesty, why not extending the discussion to so-called fiduciary duties is a welcome approach for the authors, having in mind that there is sometimes a fierce demarcation line between negligence and fraud and inherent business risk. Another aspect that this article proposes for analysis is that of the noncompetitive obligation of associates from the perspective of the Civil Code and Law no. 31/1990 on societies, given that, although specific elements of competition are found in all areas and sectors of activity and between the different subjects of the legal relationship, it is undoubtedly that the most fierce competition is tobe found in commercial activities, being exercised either by businesses operating on the relevant market or by those who coordinate them .

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