Authors: Haris Apostolopoulos

Title: The duty of loyalty as a mechanism of resolving corporate conflicts of interests

Abstract

The shareholders and managers have an obligation to promote the company's objective. Therefore they should not obstruct its implementation, exploiting their organic position for their own benefit and to the detriment of the company or using corporate secrets for selfish purposes or using business opportunities belonging to the company. In that way, the duty of loyalty acts as a mechanism of resolution of the conflicts of interest inside the company and control of the board. Therefore the general clause of the duty of loyalty turns out to be a rebuttable presumption of positive behavior of all the participants in a company. In this context there is a need for a corporate duty of loyalty through consideration of the relationship "principal - agent". Moreover, the shareholders are subject to the articles of incorporation and bound to show loyalty towards the legal person. Thus, the duty of loyalty emerges as an intrinsic element of participation of the shareholder in the corporate purpose with the relevant responsibility depending always on the intensity of the corporate bond.