Review article
Consultancy agreement between supervisory board members and the company whose activities they supervise
Nina Širola
; Pravni fakultet Sveučilišta u Zagrebu
Abstract
The paper analyzes consultancy agreements between public limited company and its supervisory board members. After the introductory analysis of the consultancy agreement between public limited company and its supervisory board member, special attention is given to the scope and correct interpretation of the specific legal regime that is applied to these contracts, taking into consideration the meaning and purpose of Art. 270. Companies act.
The author elaborates which contracts fall under the scope of Art. 270. Companies act and what prerequisites must be met in order for the supervisory board to be able to reach a decision on approval of the contract. After that, the author analyses the correct interpretation of Art. 270. Companies act. Furthermore, the author explains and elaborates the consequences of extensive teleological interpretation of the supervisory boards' decision concerning the consultancy agreement, the legal status of the agreement in the period before the ratification and the implications of performance of the agreement before the ratification.
Finally, the author explains when and why Art. 270. Companies act must be implemented on consultancy agreements between a supervisory board member and a dependent company, a supervisory board member and a member of the board of managers and on contracts between the company whose supervisory board member is a member and the public limited company they supervise. The research concludes that the domestic law has appropriately regulated consulting activity of supervisory board members.
Keywords
consulting agreement; supervisory board; public limited company; consent; ratification; approval; conflict of interest
Hrčak ID:
145595
URI
Publication date:
17.9.2015.
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