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Dr Krzysztof Żok
ORCID: 0000-0002-9407-5307
Assistant professor in the Chair of Civil, Commercial and Insurance Law at the Faculty of Law and Administration of Adam Mickiewicz University in Poznań.
DOI: 10.33226/0137-5490.2021.7.5
JEL: G340, G380, K150, K220

The purpose of this article is to investigate the  unlawfulness as a premise for liability of a management  board member for damage caused to the company. The  main point of reference for these considerations is the  case law which requires the company to indicate  a 'specific' provision breached by a management board  member. The article argues that such an approach  raises significant theoretical and practical difficulties  related to the precise determination of the correct  behaviour of a management board member. At the  same time, the analysis shows that the judgments most  often refer to the above requirement in a special  context, i.e. in cases concerning compensation for  damage caused by negligent behaviour of the  management board member. In conclusion, the article  questions the validity of the discussed requirement.

Keywords: unlawfulness; civil liability; company law

Assistant professor in the Chair of Civil, Commercial and Insurance Law at the Faculty of Law and Administration of Adam Mickiewicz University in Poznań.