A Responsabilidade Civil dos Administradores na Execução de Deliberações dos Sócios

Resumen

Under the article 72, paragraph 5, of the Portuguese Companies Code, a director will not be liable to the company if the director’s action or omission occurs as a result of a shareholders’ resolution, even if that resolution is voidable.
Obliged to respect his fiduciary duties and, at the same time, the shareholders’ resolutions, the study of director’s position, in situations of conflict, is of special interest. 
The main goal of this study is to determine the conduct that the director must adopt in such cases. For this, it is necessary to properly interprate that rule, seeking a reasonable solution from the legal system.