Post by xyz3700 on Feb 27, 2024 4:55:48 GMT -5
The civil liability insurance contract for company administrators, better known to the public as D&O insurance , has gradually attracted the attention of the Brazilian business community. Compliance , corporate governance, benefit packages offered to executives, among other reasons, have been driving an increasing penetration of this insurance contract in the country. In addition to the reasons mentioned above, there is one, in particular, that allows us to refer to an “almost mandatory” aspect regarding their hiring, namely, the risk that administrators will be held responsible, simply by assuming functions of board of directors, administrative and supervisory boards, members of audit committees, etc. [1] Being an administrator is enough for the most varied demands of responsibility to arise, the origin of which can vary widely.
Eg consumer, labor, tax, competition, regulatory, environmental, civil, corporate issues, among many others, present a side effect that meets the assertion formulated above: the administrator aware of his responsibility will not assume the respective responsibility without a robust D&O insurance policy , which transfers the financial risks that affect your own assets. D&O insurance , therefore, aims to offer protection to the management act Chinese Malaysia Phone Number List carried out by the administrator. In other words, if liability demands are triggered causally related to the act of management, the fundamental assumption for insurance coverage will be fulfilled. The definition of what a management act is involves some complexity, which makes it difficult to correctly understand the risk covered by this insurance contract. The doctrine, therefore, to arrive at the definition, starts from an inverse construction, that is, the definition of the irregular act of management.
Examining the art. 158 of Law no. 6,404, dated 12/15/1976, the first part of the caput states that “ the administrator is not personally responsible for the obligations he incurs in the name of the company and as a result of a regular management act” , while the final part asserts “ he responds, however , civilly, for the losses it causes, when proceeding: I – within its attributions or powers, with guilt or intent; II – in violation of the law or statute.” Extracting the normative content of the provision, an irregular act of management is conceptualized as one in which the administrator's guilt or intent is present, in addition to violations of the law and/or statute. This means that if these hypotheses remain verified, the administrator will be responsible. Regarding the intersection between what was formulated above and the coverage provided by D&O insurance, it is necessary to formulate an important methodological cut: for culpable conduct, D&O insurance will offer coverage; for intentional conduct, no.
Eg consumer, labor, tax, competition, regulatory, environmental, civil, corporate issues, among many others, present a side effect that meets the assertion formulated above: the administrator aware of his responsibility will not assume the respective responsibility without a robust D&O insurance policy , which transfers the financial risks that affect your own assets. D&O insurance , therefore, aims to offer protection to the management act Chinese Malaysia Phone Number List carried out by the administrator. In other words, if liability demands are triggered causally related to the act of management, the fundamental assumption for insurance coverage will be fulfilled. The definition of what a management act is involves some complexity, which makes it difficult to correctly understand the risk covered by this insurance contract. The doctrine, therefore, to arrive at the definition, starts from an inverse construction, that is, the definition of the irregular act of management.
Examining the art. 158 of Law no. 6,404, dated 12/15/1976, the first part of the caput states that “ the administrator is not personally responsible for the obligations he incurs in the name of the company and as a result of a regular management act” , while the final part asserts “ he responds, however , civilly, for the losses it causes, when proceeding: I – within its attributions or powers, with guilt or intent; II – in violation of the law or statute.” Extracting the normative content of the provision, an irregular act of management is conceptualized as one in which the administrator's guilt or intent is present, in addition to violations of the law and/or statute. This means that if these hypotheses remain verified, the administrator will be responsible. Regarding the intersection between what was formulated above and the coverage provided by D&O insurance, it is necessary to formulate an important methodological cut: for culpable conduct, D&O insurance will offer coverage; for intentional conduct, no.