Civil Liability of Directors of Public Limited Companies (Atena Editora)

Abstract

This working paper, entitled 'Civil Liability of Directors of Public Limited Companies', examines, from a systematic and constitutional perspective, the foundations, duties and limits of directors' liability in the context of public limited companies, taking Cape Verde's legal framework as a reference. Initially, the Cape Verdean Constitutional State and the centrality of private autonomy in the private law subsystem are addressed. Next, public limited companies are analyzed, with an emphasis on administration and the problematization of associated concepts and challenges. The history and foundations of civil liability are discussed, moving on to an analysis of the binding nature of directors' acts and the fiduciary duties attributed to them, particularly the duties of care and loyalty. It also explores the foundations of civil liability, the nature of the damage and the criteria that can exclude the liability of directors. Finally, the study highlights the importance of transparent corporate governance mechanisms, capable of ensuring a balance between the protection of corporate interests and the autonomy of directors, promoting legal certainty in Cape Verdean business law.