Vahingonkorvauslain soveltaminen osakeyhtiön johtajan aiheuttamaan vahinkoon
Avainsanat:
vahingonkorvausoikeus, osakeyhtiöt, toimitusjohtajat, tuottamus, vanhentuminen, rinnakkaisperiaateAbstrakti
Application of the Tort Liability Act to damage caused by a Board member or the CEO of a company
The author discusses whether the Tort Liability Act can be applied to damage caused by a Board member or the CEO of a company. Board members’ and CEOs’ liability as corporate organs is governed by the Companies Act; however, the Act does not contain provisions as to whether a Board member or the CEO can be held liable on another cause of action. The article concerns only liability towards third-party claimants. The author discusses the interaction of the various liability regimes in general, the legal relationship between a Board member or the CEO and the claimant, case-law of the Supreme Court and the key differences between the Companies Act and the Tort Liability Act.
The main argument of the author is that the application of the Tort Liability Act to damage caused by a Board member or the CEO to a third-party claimant compromises some key limits to liability provided by the Companies Act. If the liability provision in the Companies Act is to have real effect in as a limit to liability, the Tort Liability Act should not be applied as a means to circumvent this function. Board members and the CEO have a fiduciary duty to the company. It would be inconsistent with this premise to establish extra-corporate-law fiduciary duties towards third parties. The author also concludes that the Tort Liability Act cannot be applied as a means to circumvent some specific limits to liability under the Companies Act. These include a time limit for filing a liability lawsuit and a provision that denies a shareholder the right to claim compensation for indirect loss. The author suggests that Board members’ and CEOs’ duties and liabilities should be regulated exclusively through the Companies Act.
