有限责任公司经理权利义务的批判性分析:管理立法基础

IF 1.3 Q1 LAW Laws Pub Date : 2023-06-12 DOI:10.3390/laws12030056
T. Peráček, Michal Kaššaj
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引用次数: 3

摘要

作为有限责任公司的最高管理者,高管的权利和义务似乎是一个长期悬而未决的问题。然而,情况恰恰相反。作为最广泛的商业公司类型的法定机构,我们对经理的权利和义务问题特别感兴趣。一个非常重要的问题是有限责任公司和经理之间关系的定义。原因是这是一种商业-法律关系,为高管提供的与商业公司有关的保护仅基于他们之间的相互合同基础。除了对管理知识和技能的审查外,我们主要关注对高管的权利和义务及其对有限责任公司的责任的法律定义的批判性分析。作为研究的一部分,我们分析了大量的判例,这些判例完成了我们对高管概念的理解,不仅定义了高管行为的框架,还定义了高管权利和义务的框架。为了实现我们的目标,我们使用了几种为研究法律而设计的科学方法,如分析、综合、比较、推导和描述。我们批判性地评估了我们的研究结果,并比较了斯洛伐克和捷克法学在其对所调查问题的影响方面的发展。同时,我们回答了一个研究问题,即管理者对其有限责任公司已经存在的权利和义务是否需要立法干预。这种对有限责任公司经理的权利和义务的分析对经理和整个公司都有一些影响,例如管理自主权、问责制、责任和权力平衡。研究结果强调了授予管理者的重要决策权。分析中确定的义务强调,管理人员需要负责任地行事,并对自己的行为负责。管理者的权利和义务需要与其他利益相关者,特别是公司成员的利益相平衡。总之,基于管理立法基础对有限责任公司经理的权利义务进行批判性分析,揭示了经理具有决策权、利润分配权、有限责任保护权和赔偿权。然而,他们也有义务履行信托义务,遵守法律法规,保持适当的记录,并行使应有的谨慎。该研究强调了有限责任公司管理自主权、问责制和权力均衡行使的重要性。通过理解和遵守自己的权利和义务,管理者可以有效地驾驭自己的角色,同时为公司的成功和可持续发展做出贡献
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A Critical Analysis of the Rights and Obligations of the Manager of a Limited Liability Company: Managerial Legislative Basis
The rights and obligations of an executive as a top manager of a limited liability company seem to be a long-settled question. However, the opposite is true. We were particularly interested in the question of the rights and obligations of the manager as a statutory body of the most widespread type of business company. A very important issue is the definition of the relationship between the limited liability company and the manager. The reason for this is the fact that it is a business–legal relationship and the protection provided to the executive in relation to the business company is based only on their mutual contractual basis. In addition to the examination of managerial knowledge and skills, we focused primarily on a critical analysis of the legal definition of the rights and obligations of an executive and their responsibility towards a limited liability company. As part of our research, we analyzed extensive jurisprudence, which completed our understanding of the concept of an executive and also defined the framework of not only their actions, but especially their rights and obligations. To achieve our goal, we used several scientific methods designed for the study of law, such as analysis, synthesis, comparison, deduction, and description. We critically evaluated the results of our research and compared the development of Slovak and Czech jurisprudence in the context of its influence on the investigated issue. At the same time, we answered the research question of whether legislative intervention is necessary for the already existing rights and obligations of a manager in relation to their limited liability company. This analysis of the rights and obligations of the manager of a limited liability company has several implications for both managers and companies as a whole, such as managerial autonomy, accountability, responsibility, and the balance of power. The research findings highlighted the significant decision making authority granted to managers. The obligations identified in the analysis emphasized the need for managers to act responsibly and be accountable for their actions. The rights and obligations of managers need to be balanced with the interests of other stakeholders, particularly the company’s members. In conclusion, the critical analysis of the rights and obligations of the manager of a limited liability company, based on the managerial legislative basis, revealed that managers possess decision making authority, profit distribution rights, limited liability protection, and entitlement to compensation. However, they are also obligated to fulfill fiduciary duties, comply with laws and regulations, maintain proper records, and exercise due care. The research underscored the significance of managerial autonomy, accountability, and a balanced exercise of power in a limited liability company. By understanding and adhering to their rights and obligations, managers can effectively navigate their roles while contributing to the success and sustainability of the company
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来源期刊
Laws
Laws LAW-
CiteScore
2.00
自引率
16.70%
发文量
77
审稿时长
11 weeks
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