Neither the Brussels I Regulation nor the Brussels I Recast provide special rules to allocate jurisdiction among Member States’ courts over liability actions brought by a company against its managers for wrong- ful conduct or breach of the duty of properly managing the company. In the case at hand the plaintiff company sued its manager, who was domiciled in another Mem- ber State, also in his capacity of director, alleging a breach of the individual employment agreement. Thus bringing several claims against the same defendant. The annotated decision by the ECJ clarifies that liabi- lity actions for breach of managerial duties under the company law of a Member State fall within the notion of «matters relating to a contract» and elucidates how the place of performance of managerial duties shall be determined. Furthermore, the ECJ answers the que- stion of which rule shall prevail between Articles 5, no. 1, and 18-21 Reg. 44/2001 if several claims are brought against the same defendant, each based on a different contract entered into between the defendant and the claimant. Lastly, the ECJ specified to what ex- tent the protective forum for labour disputes shall ap- ply, when the director is also a shareholder of the com- pany. Notwithstanding the carefully drafted decision of the ECJ, a few issues, analysed by the Author, remain unclear, regarding jurisdiction over damages claims brought by third parties such as company’s creditors and liability actions brought against de facto managers.

Azione sociale di responsabilita` contro l’amministratore-dipendente e giurisdizione internazionale

STELLA MARCELLO
2016-01-01

Abstract

Neither the Brussels I Regulation nor the Brussels I Recast provide special rules to allocate jurisdiction among Member States’ courts over liability actions brought by a company against its managers for wrong- ful conduct or breach of the duty of properly managing the company. In the case at hand the plaintiff company sued its manager, who was domiciled in another Mem- ber State, also in his capacity of director, alleging a breach of the individual employment agreement. Thus bringing several claims against the same defendant. The annotated decision by the ECJ clarifies that liabi- lity actions for breach of managerial duties under the company law of a Member State fall within the notion of «matters relating to a contract» and elucidates how the place of performance of managerial duties shall be determined. Furthermore, the ECJ answers the que- stion of which rule shall prevail between Articles 5, no. 1, and 18-21 Reg. 44/2001 if several claims are brought against the same defendant, each based on a different contract entered into between the defendant and the claimant. Lastly, the ECJ specified to what ex- tent the protective forum for labour disputes shall ap- ply, when the director is also a shareholder of the com- pany. Notwithstanding the carefully drafted decision of the ECJ, a few issues, analysed by the Author, remain unclear, regarding jurisdiction over damages claims brought by third parties such as company’s creditors and liability actions brought against de facto managers.
amministratore, responsabilità
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Utilizza questo identificativo per citare o creare un link a questo documento: https://hdl.handle.net/11562/970472
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