The Duty of Care in Romanian Company Law

Abstract

An enduring problem in company law is the liability of directors to the company for damage caused by wrongful acts. On the one hand, levers must be created whereby this liability exists, is effective, and plays a preventive role: a director is discouraged from carrying out damaging activities. On the other hand, the business world involves taking risks. It is sometimes regular for companies to suffer losses, not because of a mistake by a director but because of factors external to the director’s conduct. The director should therefore be encouraged to take certain risks. It all comes down to a question of balance between responsibility and risk-taking. How this balance has been created in Romanian law, what dilemmas exist, and how the courts apply the rules: the article proposes to analyse these issues.