Frågan om försumlighet, vetskap och exculpering i samband med betalningsansvar enligt 25 kap ABL - För styrelseledamot, de som handlar på bolagets vägnar och aktieägare

Detta är en Kandidat-uppsats från Lunds universitet/Institutionen för handelsrätt

Sammanfattning: The purpose of this essay has been to examine and investigate the issue of negligence, knowledge and exculpating, in connection to the liabilities within chapter 25 under The Swedish Company Act. The thesis of my essay is based on an investigation of the board of directors’ members, those acting on behalf of the company and the company’s shareholder to see how their responsibilities differ. The board members responsibilities will constitute the major part of the essay, this is because they hold the most responsibility. In my essay I have used the source of law, which through a survey of law, its legislative history, case law and doctrine, have been able to answer my purpose. The material I have used for my thesis consisted of preliminary work to the Companies Act, relevant case law in the subject area, and doctrines of the most influential writers who is included in the field of the subject. My essay shows that the issue of board member’s negligence is primarily determined from case to case and are depending on the circumstances. Regarding those who is acting on behalf of the company and the shareholders’ their knowledge of lack in capital is essential for the ability of exculpate. The possibilities of exculpating differ widely between the parties, and it is mainly the board of directors’ members who have a solid opportunity to demonstrate a defence. Shareholders have no ability to excuplate themselves because of their minimum responsibility in the company, therefore a knowledge must exist.

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