COMPARATIVE BUSINESS LAW

Comparative Business Law

Comparative Business Law

Rules corporate involved (Corporations Law 19,550)

To answer the question of whether an organisations committee of board of directors (including the President as well as the Vice President) may be exempted from joint and several liability and unlimited chartered by law and inherent to the position, either through the appointment of executive directors, delegates, special managers in the performance of certain tasks, you must first determine the normative core involved in the matter. In this regard, in U.S. related regulations are in the articles 59, 266, 269, 270 and 274 of Law 19,550. It should be noted that the provisions of these articles were extremely similar to the existing provisions in other American countries, as will become clear (Ardichvili, James, et al, 2009, p. 445-451). Following are the rules and regulations that have been provided in those articles:

Article 59: "The administrators and representatives of society must act with loyalty and diligence of a good businessman. Those not complying with their obligations are responsible, unlimited and severally, for damages resulting from his act or omission" (Ardichvili, James, et al, 2009, p. 445-451).

Without attempting an exhaustive examination of the standard, it can be said that the aforementioned law establishes the principle of unlimited liability joint and several administrators of societies. In corporations, this general principle of liability of directors is complemented by other articles which we shall transcribe:

Article 266: "the position of director is personal and nontransferable (...)"(Meyers, 2004, p. 269-276).

Article 269: "The statute may organize an executive committee composed of directors who are responsible only for ordinary business management. The board will monitor the performance of the executive committee and perform such other legal and statutory duties that apply. Responsibility. This organization does not alter the obligations and responsibilities of directors” (Meyers, 2004, p. 269-276).

Article 270: "The board may appoint special or general managers, be directories or not, freely revocable, in whom may delegate executive functions of government. Respond to the company and third parties for the performance of their duties to the same extent and form of directors. His appointment does not exclude the liability of directors" (Meyers, 2004, p. 269-276).

As can be seen as underlining, even if statutorily is contemplated the existence of an executive committee composed of the same directors to manage the common affairs, or when designated by general or special managers, the responsibility of the steering-board- remains unchanged or changes. The law does not support U.S. in these cases exemptions or limitations on joint and unlimited responsibility of the directors of the company (Creswell, 1998, p. 63-68). That is, the Companies Act, "unlimited and severally liable to the directors, which means a responsibility for directors in commitendo personally injurious, and responsibility in watching for the other" (Frederick, 1995, p. 71-76).

Authoritative doctrine says that "the continuity and permanence of the management board does not mean that in the appointment of a manager is relieved the directors of a company of the responsibilities of the office" (Frederick, 1995, ...