The responsibility of corporate administrators: A study of doctrine and jurisprudence in Peru

Abstract

The responsibility of corporate administrators refers to the set of duties and legal consequences they assume when managing and representing a commercial entity, whether they are individuals or legal entities. The purpose of the study  is  to  review  the  General  Companies  Act  (1997) to strengthen the system of corporate administrator liability, thereby paving the way for the major changes that are taking place today in the business sphere and contributing, in a secure manner, to new business ventures. The method is hermeneutic, exploratory in scope, with a thematic analysis design. The results indicated that Law No. 26887 has gaps in the imprecision of the definition of fiduciary duties, that is, the duty of diligence and loyalty, generating uncertainty about the specific actions expected of a manager and, even more so, when their conduct is considered negligent or disloyal. The conclusion is that Law No. 26887 requires revision in terms of expanding the fiduciary duties of administrators. This implies establishing a stricter standard of diligence, like that of an orderly merchant and a loyal representative, which includes foresight.