Thesis supervisor: Janno Lahe, Associate Professor in Civil Law, University of Tartu
Opponent: prof Fryderyk Zoll (University of Krakow)
Current economic activities are largely based on the activities of companies. A company, irrespective of its form, is a legal entity created on the basis of laws and has all the civil rights and obligations, except those that are characteristic to humans only. The company participates in economic activities in its own name and all the acts and transactions of the company create rights and obligations to the company itself.
However, it is evident that the company cannot perform acts and transactions without the assistance of a natural person. Thus, the well-being of the company depends largely on the acts and omissions of the company’s directors.
The dissertation analyses the possibility of tort liability of the director to company’s creditors. If the creditor has a claim against the company, he/she can generally file this claim only against the company and the director will not be personally liable for this claim. However, if the company has become insolvent and is unable to perform its obligations, an interesting question that arises is the possibility of filing the creditor’s claim directly against the director.
As a precondition of the director’s liability, it must be established the director`s breach by which unlawful damage has been caused to the creditor. The dissertation studies the main cases of breaches specifically related to the duties of the director: breach of the duty to file the bankruptcy petition, failure to act in the case of thin capitalisation of the company and disclosure of untrue statements. The aim of the dissertation is to find a reasonable balance between the protection of creditors` interests and the director`s tort liability.