Economic offence
Corporate offences and breach of fiduciary duty lawyer
Arts. 252 and 290-297 Criminal Code
Corporate offences punish conduct by directors that harms the company itself, its shareholders or third parties: falsifying the annual accounts or other corporate documents, imposing abusive resolutions by exploiting a majority, or denying or obstructing shareholders' and auditors' right to information.
Breach of fiduciary duty, following the 2015 reform, is a stand-alone offence (article 252 of the Criminal Code) punishing a director who, abusing the powers conferred by their office, causes financial harm to the company they manage. In practice, both offences often appear intertwined within the same corporate dispute.
When a director answers for these acts, what's at risk isn't just their position: it's their personal assets and, in the most serious cases, their freedom.
Scope of work
- Defence of directors against allegations of breach of fiduciary duty
- Defence and prosecution in falsification of accounts and corporate documents
- Cases involving obstruction of shareholders' or auditors' right to information
- Coordination with the underlying corporate or commercial dispute
When to call
- You are a director accused of having harmed the company through your decisions
- A shareholder has challenged the accounts and is threatening criminal proceedings
- You have been denied your right to information as a shareholder and suspect irregularities
Frequently asked questions
Is every mistaken business decision a breach of fiduciary duty?
No. The offence requires abuse of the powers of office and actual financial harm, not simply a decision that, with hindsight, turned out to be wrong. So-called «business judgment» — deciding reasonably on the information available at the time — is not, by itself, a criminal offence.
Can the company itself also be liable?
Yes: alongside the director's personal liability, the legal entity's own criminal liability may also be considered if the offence was committed for its direct or indirect benefit and adequate controls were lacking.
What if the dispute is already before the commercial courts?
It is common for these matters to run alongside a challenge to corporate resolutions or a commercial liability action; both fronts should be coordinated from the start, because what is argued in one shapes the position in the other.