Giving instructions to the directors in a private limited company in relation to the company management in Czech and Austrian law
Abstract
The article deals with the instructions given to the directors in a private limited company in relation to the company management in Czech and Austrian law. Giving of binding instructions to the directors of a private limited company belongs to the traditional hallmarks of the Austrian law, however in the Czech legal setting the binding character of the instructions to the directors of a private limited company is being discussed.
The article describes the current Austrian legal frame, with respect to the opinions published in the literature as well as opinions expressed by the case law. The article further deals with the possibility of transferring the results of the Austrian legal science into the Czech legal setting with regard to the binding character of the instructions given to the directors of a private limited company and with regard to the liability of the directors of a private limited company for their breach of the given binding instructions.
The article deals with the distinguishing of the unlawful instructions, instructions which from the beginning are steering to the breach of the fiduciary duties and the other instructions. Attention is being paid to the liability of the directors in case of non compliance with the given instruction.