What to keep in mind
Review minutes, delegated responsibilities, reports, documented objections and later conduct, with reference to article 274 of the General Companies Law.
Informal complaints may not meet statutory requirements for a particular defense.
Distinctions often confused
Voting against a decision and being legally free from liability are not synonymous.
Frequently asked questions
Is a director personally liable for every company loss?
No. Applicable duties, wrongdoing, damage and causation must be analyzed.
Does recording dissent in the minutes help?
It can, subject to the specific statutory requirements.
Informational content. It is not a substitute for professional advice.