Bezprawność zachowania jako przesłanka odpowiedzialności odszkodowawczej członka zarządu spółki kapitałowej

Abstract

Considerations on the issues raised in this article aimed at determining if the members of the capital company management board, remaining in a work relationship with the company, apart from the civil-legal compensatory liability, also have the financial one. The realization of this aim required a comparison of a basic assumption — both for a civillegal compensatory liability, and workers’ financial liability, it being, undoubtedly, behaviour illegality of the company management board member. The qualification of illegal behaviours of the company management board member was made according to a normative principle governing a mutual relationship of the trade law norms and labour law in the legal status of a company management board member. The principle in question, in the legal status of a company management board member gives a dominant role to the norms, ascribing, at the same time, a merely secondary and second-rate role to the labour law. Thus, what derives from this principle is the order of investigating the issues connected with the work relationship of the company management board member always from the perspective of a dominant regulation of the trade law. The application of this principle leads to a modification of many institutions of labour law so that they could play their ancillary role towards the work relationship which begins the moment one gets the position of the company management board member. The labour law norms must serve the performance of function in the legal person’s organ. The implementation of this principle to the evaluation of illegal behaviours of the company management board member presented in this work gave the basis for formulating the following thesis: Each behaviour of the company management board member, violating the norms included in the labour law regulations in the interpretation of the 9th article of the labour law always implies the violation of the trade law norms. The thesis formulated here in order to consider the issue in question constitutes the ground for the conclusion that the capital company management board member, even when it is only the labour law norms that are violated, will always have a civil-legal compensatory liability, not the workers’ financial one. Thus the capital company management board members do not have a workers’ financial liability, whereas for the damages done to the capital company are responsible on the basis of the principles defined in the code of commercial companies.