Director's' duties and conflicts of interest in the EMCA

Dear Colleagues, Dear Participants, Ladies and Gentlemen, good afternoon. As you all know, the European Model Company Act (EMCA) is divided into a number of chapters concerning some of the major areas of company law, one of those divisions being Chapter 9, entitled Director's Duties. As members of the group of the EMCA project, we were asked by the organizers of this conference to prepare a presentation of this Chapter. This presentation shall be short, aiming essentially at providing a very general description of the main points of this Chapter, and thus aiming to opening the path to what we believe is the most important and stimulating part of the present workshop, that is, the comments of our discussants and the remarks and observations of the participants. The presentation will be divided into two major parts, following the division of the matters covered by the Chapter itself: firstly, the issue of the duties of directors (Part 1 of Chapter 9); and secondly, the issue of conflicts of interests (Part 2 of Chapter 9). But before of that, it might be useful to make some introductory remarks and to provide you with some background information regarding the history of this chapter, its general structure, and some strategic choices made by the EMCA group.