დირექტორის კორპორაციულ-სამართლებრივი პასუხისმგებლობის წინაპირობები (შედარებით-სამართლებრივი კვლევა)

The paper is dedicated to defining the preconditions for corporate legal responsibility of corporate executives based on a comparative legal analysis of Georgia, the United States and Germany. The research was conditioned by the fact that the law does not directly and exhaustively define the preconditions for corporate legal responsibility of directors, which raises the question of what can become the basis for imposing internal corporate responsibility on the director.
The study was based on the analysis of the main corporate law legislation of the above three countries, which strengthens the legal forms of corporations in the respective countries, defines the management structure of companies, sets out the responsibilities of executives and makes recommendations on corporate governance.
In the course of the research, it became clear that the regulation of the director's responsibilities varies from country to country. In the United States, for example, the issue is largely regulated by a charter and a contract with the director, while Germany and Georgia regulate it at the legislative level. Due to the high level of corporate governance in the United States and Germany, and the rich case law on this issue, special attention has been paid to Georgian corporate law, as it still needs to be refined. The paper also focuses on several issues that should be considered as a shortcoming of the Law of Georgia on Entrepreneurs and which should be regulated by the new law.
Prior to establishing the preconditions for corporate legal responsibility, it was important to characterize corporate governance models and define the role of directors in this system. As it turned out, given its broad powers and functions, the director is one of the most important figures in corporate governance, as he manages the day-to-day business of companies and has to make decisions on issues that are important to the company, which may even be wrong in the future. In such conditions, of course, the existence of legal norms that ensure the protection of the company's interests is of great importance.
In the course of the research, it was found that the law of any country does not set out in detail and exhaustively the grounds for the responsibility of directors, however, it takes into account the duties and responsibilities of the management, the violation of which is related to the establishment of legal responsibility. From this point of view, it was important to characterize the two main responsibilities of the director, such as the duties of care and loyalty. These duties are of great importance in modern corporate law and are often used in court decisions.
The paper also discusses one of the decisions of the Supreme Court, which imposes corporate-legal responsibility on the director within the framework of the above-mentioned duties. The analysis of the mentioned decision also shows how important it is in the development of court law, because it is it that has to define the general norms and adapt them to the specific legal relationship. In the same decision, the doctrine of pervasive responsibility was also discussed, which can be considered as one of the forms of imposing personal responsibility on the director.
An important finding during the study was that in addition to the grounds for liability, there is a legal institution that excludes even the director's liability in the event of a failed business decision in the presence of certain preconditions.
Overall, the study found that while the law does not specify in detail and thoroughly the grounds for corporate-legal liability of a director, it does compensate for the principal duties of directors, the breach of which is directly linked to the imposition of liability on the director.