Análise do artigo 74.º do Código das Sociedades Comerciais (cláusulas nulas. renúncia e transação)
: uma reflexão crítica: a aplicação do n.º 1, 1ª parte, às sociedades anónimas

  • Maria João Ferreira Costa e Valente Rocha (Student)

Student thesis: Master's Thesis

Abstract

The main purpose of this dissertation is to reflect upon the nullity of the clauses limiting and excluding civil liability of Directors, solution instituted by the legislator in article 74 of the CSC, no. 1, 1st part. For such purpose, we shall start by alluding to the fundamental duties imposed on Directors and to the amplitude of the risk to which they are exposed in the exercise of their functions. Next, we will analyse the D&O insurance and the mechanisms set forth in our CSC destined to the protection of directors, with the purpose of assessing if those are adequate to the satisfaction of that purpose. After this introductory but necessary phase, we will direct our attention to the scope of the prohibition of art. 74 of the CSC, proceeding, in a first phase, to an incursion on the general rule consecrated in art. 809 of the CC, in order to know the meaning of the latter. Afterwards, we will focus on the viability of sustaining a solution that privileges private autonomy within the corporate law scope in order to understand if there is margin to admit – in the field of public limited liability companies – the conventional modulation of the terms of civil liability of directors in the Portuguese legal system.
Date of Award7 Sep 2021
Original languagePortuguese
Awarding Institution
  • Universidade Católica Portuguesa
SupervisorMaria de Fátima Ribeiro (Supervisor)

Keywords

  • Directors of commercial companies
  • Private autonomy
  • Business judgment rule
  • Limitation and exclusion of liability clauses
  • Duty of care
  • Duty of loyalty
  • D&O insurance
  • Civil liability
  • Management risk

Designation

  • Mestrado em Direito e Gestão

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