Protection of Members of the Management Board
The function of a member of the management board of the company is associated with both prestige and great responsibility on the civil and criminal level. The dynamic development of capital companies and effective conduct of business requires making important financial, organizational and formal decisions, which in their nature contain, as it were, the risk of bearing the responsibility of persons authorized to represent the company.
Joanna Jakubowska-Zawada Law Firm, within the framework of permanent legal services for business entities and commissioned cases, implements legal solutions and represents clients in the scope of..:
- analysis of the risk of transactions conducted by the company in the context of reducing the risk of failure and legal liability of members of the management board,
- advising on the rights and obligations of members of the Management Board related to personal and financial liability,
- developing a comprehensive defence strategy, including collection and evaluation of evidence,
- drafting, giving opinions and negotiating commercial agreements in order to conduct solutions that are safe for the entity and members of the Management Board,
- preparing legal opinions to support strategic decision making,
- disputes between a member of the management board and the company,
- legal analysis and advice, including Legal Audit and Compliance Audit, in the scope of minimizing the risk of criminal liability,
- legal advice on the assessment of the activity of management staff in terms of acting to the detriment of the company, with particular emphasis on the responsibility for the implementation of obligations related to bankruptcy proceedings,
- representation in civil lawsuits, for liabilities towards the company, creditors or for failure to file a bankruptcy petition in due time,
- representation in criminal proceedings at the stage of preparatory and court proceedings for crimes related to economic transactions.
The Law Firm represents members of the Management Board in criminal proceedings related to their liability, in particular:
- illegal removal of the company’s assets,
- money laundering,
- bribery, including execution proceedings,
- fraud, including credit fraud,
- abuse of trust,
- extortion of damages,
- the exploitation of a contractor.
Liability of board members for company debts
One of the main threat zones for members of the Management Board is liability for the company’s debts, which occurs when all of the following conditions are met:
- receivables arose or became due during the term of office and the performance of a mandate by a member of the Management Board,
- the claims were confirmed by a final judgment of a common court and an enforcement clause was issued for this judgment,
- enforcement against the company turned out to be ineffective.
A member of the Management Board has the right to defend and avoid liability as a debtor if he proves that:
- a petition to declare bankruptcy was filed in due time, or
- at the same time, a decision was issued on the opening of restructuring proceedings or on the approval of the arrangement in the proceedings on the approval of the arrangement or
- the failure to file a motion for bankruptcy of the company within the deadline was not due to his fault or
- despite not filing a bankruptcy petition and not issuing a decision on the opening of restructuring proceedings or not approving the composition agreement in the proceedings on the approval of the composition agreement, the creditor did not suffer any damage.
The practical aspect of the case against a member of the board of directors is that if he is no longer in office, he has the difficult task of relieving himself of responsibility because he does not have access to documents. Freeing oneself from civil liability for debts is not an easy matter, therefore it is important to entrust one’s case to an experienced law firm Joanna Jakubowska-Zawada, which will carry out a practical and full analysis of the facts, collect evidence in the case and conduct court proceedings demonstrating the reasons for freeing a member of the management board from liability.