THE CIVIL LIABILITY OF THE COMPANY AS A DE FACTOMANAGER UNDER LITHUANIAN LAW

Abstract

This article analyses the possibilities and problematic aspects of the institute of the de facto manager as a basis for applying civil liability to companies under Lithuanian law. The article first presents an analysis of Lithuanian statutory law and court practice related to the conditions and assumptions for the application of the de facto manager institute in order to determine whether this institute can be applied to the company per se. The second part of the article provides an analysis of the statutory law and judicial practice of foreign countries – France, Germany and the United Kingdom – in order to assess the possibilities of applying the de facto manager institute to companies in these countries. Finally, in the third part of the article, after evaluating the status quo of Lithuanian law on the issue of the de facto manager institute and the practice of foreign countries, a critical approach to the possibilities and consequences of applying this institute to companies as a basis for civil liability under Lithuanian law is presented. The author’s conclusions are offered at the end of the article.

Keywords

• member of the management body
• manager “de facto”
• “de jure”
• civil liability
• parent company