Abstract
The aim of the sixth chapter, named "Business considerations and liability of members of the governing bodies of juristic persons" is to answer the question of what requirements can be placed on natural persons who act as representatives of juristic persons and thus replace their will. Compliance with due managerial care required by the law under Section 159 (1) of the Civil Code - where the members of a juristic person's governing body do not act for themselves, but rather for the juristic person - is then the decisive criterion for assessing whether or not they will be liable to the juristic person for damage caused in the discharge of office.
However, it is questionable whether this is a case of fault-based liability for breach of a legal duty or no-fault liability for breach of a contractual obligation. Liability for failure to exert due managerial care could be regarded under Section 2910 of the Civil Code as fault-based liability for breach of a legal duty in view of the status-related and mandatory nature of the duty to exert due managerial care, the position of a member of the governing body as a legal representative of the juristic person, and comparison with the corresponding German legislation.
The thus-based liability concept is then affected by the rule of business judgement under Section 51 of the Corporations Act. It is necessary to explain the substance of that provision, to what it relates and what its personal scope is.