Summary

In today’s information technology era the speed of exchanging information and its influence on economic development are much talked about. However, in addition to the speed at which information flows, accuracy and integrity are also important. Any economic decision is based on relevant information, and the efficiency of the economic decision in turn depends on its quality. If the information serving as the basis for the person’s behaviour is incorrect or incomplete, this may lead to harmful consequences. A person’s mistake in analysing the information may be due to their own negligence, but also due to the misleading activity of another person when issuing the information. If a company has caused damage to another party by presenting false information, the company may be held liable for having caused the damage. At the same time it is obvious that a company as a legal abstraction is unable to directly issue the information, and that physically this is done through natural persons behind the company, often through a management board member. Accordingly, it is of interest whether and under what conditions the management board members of the company could be responsible in the cases where false information is submitted.

The claim for damages by a company’s creditor against a management board member could be considered, above all, on three legal bases: violation of the protection requirement (clause 1045 (1) 7) of the Law of Obligations Act), intentional behaviour contrary to good morals (clause 1045 (1) 8) of the Law of Obligations Act) or violation of precontractual obligations (liability arising from c.i.c, § 14 of the Law of Obligations Act). When searching for a reasonable balance between the interests of creditors and the management board member, the author analyses the likelihood of tortious liability of a management board member in situations where the damage has been caused by submitting false information. The article does not cover liability of a management board member based on internal relationships towards the company itself or the possible criminal or administrative liability of a management board member.