In position of a member of the elected body of a business corporation through the eyes of the prepared amendment to the Act on Business Corporations
Abstract
The so-called The "technical amendment" to the Commercial Corporations Act, which the government submitted to the Chamber of Deputies on 13 June 2018 ("CCA amendment"), was primarily intended to ensure clarification and unambiguity of the necessary clarification of provisions was called upon by the current application practice. It aims to state and clarify, among other things, the interpretive ambiguities of the Commercial Corporations Act that were brought by the recodification of private law in the Czech Republic, and further to respond to analyzes, evaluations of the current approach and interpretation of the Commercial Corporations Act and related legislation, as stated in explanatory memorandum to the CCA amendment.
The aim of the article is not to evaluate the CCA amendment in its entirety, but only to briefly evaluate and reflect on the current and CCA for the future approach to persons who, although materially in the position of a member of an elected body, are not formally members of the elected body ("de facto director"). The legislator proposes to stipulate clearly that the rules of inadmissibility of competitive conduct and the standards of due care will apply to the person of the de facto director, with an emphasis on the factuality of the position of this person vis-a-vis a business corporation.