Abstract

GAVIRIA, JUAN ANTONIO. A Case against the Legal Rules on Conflicted Interested Transactions in Colombian Corporate Law. Rev. Derecho Privado [online]. 2017, n.32, pp.317-350. ISSN 0123-4366.  https://doi.org/10.18601/01234366.n32.11.

This paper contends and explains why the Colombian corporate legal rules on conflict of interest are inefficient, proposing some legal changes. In particular, this paper poses four criticisms. First, Colombian law requires that the highest corporate body shall always authorize any transaction between the legal entity and any of its managers or controlling shareholders. Second, such authorization lacks any legal effect whenever the transaction is detrimental to the company. Third, all transactions entered into without such approval are voidable. Fourth, there are no exceptions regarding transactions among companies belonging to the same entrepreneurial group.

Keywords : Shareholders; managers; conflicts of interest; nullity; remedies; corporations.

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