Los deberes fiduciarios de los administradores de sociedades de capital tras la Ley 31/2014, para la mejora del gobierno corporativo

Identifier:  TDX:3125

Handle: https://hdl.handle.net/20.500.11797/TDX3125

Authors:  Piedra Arjona, Jordi

Abstract:
The position of the capital company administrator after the amendment that Law 31/2014, of December 3, for the improvement of corporate governance, has undertaken in chapter III of title VI of the Capital Companies Law, is determined by a statutory body of fiduciary duties that characterizes corporate management as a profession that imposes a necessary content and functional dedication, an observance of the regulatory setting -direct or indirect-, and an application to social management aligned to social interest with general diligence, good faith and corporate loyalty. The functional delimitation of the figure of the social administrator occupies a very prominent place in the Corporate Governance movement. The relationship that unites the administrator with society is framed within representative management relationships and is characterized by its fiduciary, atypical, bilateral, consensual, onerous and obligatory nature. The unique and exclusive alignment with the social interest provides the fiduciary element that underlies the managerial relationship and causes the entire benefit body. In this relational setting, Law 31/2014 has defined and specified the behavioural framework of the social manager regarding the two duties traditionally linked to the fiduciary relationship of corporate administration: the duty of diligence and the duty of loyalty. The first, functional and discretionary, imposes a technical judgment. The second, dysfunctional and imperative, imposes an ethical or axiological judgment. This paper analyses the nuclear position of the company administrator in the corporate governance movement, the fiduciary relationship of representative management of the administrator with society, the fiduciary duties that emanate from it and the effects and instruments offered by the law in case of infringement of fiduciary duties by the social manager.