The interest of a commercial company and the liability of its management in Serbia

Abstract

There are three main questions that are analyzed in this article. Firstly, what can be understood to be the interest of a commercial company? There are two approaches to this question that need to be considered: one, according to which the interest of a company is the interest of an enterprise involving not only the interests of members, but also those of personnel, creditors, clients and the state as well; and another, traditional approach, according to which the interest of a company should be understood as an own company’s interest established in the interests of members, but in such way that overcomes their individual interests. Secondly, who are the persons liable for obligations to act in the interest of a company and what are their duties in this context? The primary liability for acting in the interest of a company rests upon management that in this context has a duty of care, a duty to notify about transactions and activities where personal interest exists, a duty to avoid a conflict of interest, a duty not to compete with the company’s business interests and a duty to keep business secrets. Thirdly, what are the consequences for managers who breach these fiduciary duties in terms of status law, property law and penal law.