New policy disclaimer sole executive body economic society in the commission of a bad bargain

Introduction: The article investigates the legal provisions on the responsibility of the sole executive body of the economic entity for damages when making unprofitable, but duly approved, the deal. Purpose: The authors analyze the new legal position expressed in paragraph 7 Resolution of the Plenum of the Supreme Court №62 dated 30.07.2013 «On some issues of damages by people forming part of the legal entity», which allows to recover losses from the sole executive body of the economic society, even in the case of approval transaction that resulted in negative consequences, the decision of collegial bodies of the legal person, as well as its founders (participants) in view of civil-legal theory and modern jurisprudence. Methods: during the study there were used both scientific methods, including the dialectic, systems analysis and private scientific methods: technical, legal, comparative law, the formal-logical method of analysis summarizing legislation and practice, and others. Results: the authors conclude that the considered novation greatly simplifies the important task of protecting the rights of the shareholders / members of the Company from abuse by the executive bodies of the legal person, as well as the position of the plaintiff in the disputes for damages. The approach to the practice of recovery of damages from the executive body of economic society has radically changed; the courts are guided by the terms and perceive its fixed position. Conclusions: sole executive body does not always have to be responsible for the decision of collegial bodies of the legal person, as well as its founders (participants). Circumstances which reduce / exclude its liability, may include: a notarized written report about unprofitability of proposed transaction made prior to its conclusion; irrational and unfair execution of the obligations by the members of the collegial body of the company to disclose and provide the board of directors and members of the legal entity with all necessary information to make a decision.