The Legal Basis and Contextual Interpretation of the Duty of Care in Company Law in the Slovak Republic: from a “Gentlemanly Amateur” to a Professional Director?

Abstract

A director may slip into the fulfilment of their own (opportunistic) interests due to the separation of management and ownership in companies and the fact that the director does not bear the risk of the possible failure of the company. Because there is a tension between the company (and its shareholders) and the director due to differences in their interests and information asymmetry, their relationship is based on trust, which is the core essence of a relationship between these entities (fiduciary relationship). The study focuses on the principal aspects of how Slovak company law deals with the tension between the interests of the company, its shareholders, and directors, especially from the point of view of compliance with the duty of care.