Summary

Given the economic risks associated with business activities, the position of a member of the management board of a company may prove rather risky. The author focuses on the personal civil liability of members of the management board and the possibilities of limiting it under the law in force. The author analyses whether a failure by a member of the management board to participate in its meeting, voting against a resolution or refraining from voting results in a situation where a claim for damages against the member of the management board cannot be filed. In the context of solidary liability of members of the management board, the author seeks to answer the question whether the internal division of functions of the management board exempts a member of the management board who is not involved in a specific area from the obligation to pay damages. Further, the possibilities of releasing members of the management board from liability by a higher governing body are discussed, including the liability of the management board if it executes a resolution adopted by the higher governing body which is detrimental to the company. The author also examines the possibilities of reimbursing a member of the management board for the damages paid by the member as well as analyses the possibilities of insuring the civil liability of members of the management board. In comparison with the Estonian Acts, the rules of law, case law and business practices of the Unites States of America are scrutinised. The author also refers to the so-called draft structural directive of the European Union and the corresponding Dutch legislation. Although the author primarily discusses the limitation of the liability of members of the management board of a public limited company, she also states that a majority of the rules of law governing members of the management board are applicable to members of the management boards and supervisory boards of other legal persons in private law.