COMM 315 Lecture Notes - Lecture 8: Legal Personality, Novation, Natural Person

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In case of inconsistency between the constituting act and the by-laws, the constituting act prevails. Corporate veil: in no case may a legal person set up juridical personality against a person in good faith if it is set up to dissemble fraud, abuse of right or contravention of a rule of public order. Pre-incorporation contract: a legal person may ratify an act performed for it before it was constituted; it is the substituted for the person who acted for it. Fiduciary duty: a director shall act with prudence and diligence. He shall also act with honesty and loyalty in the best interest of the legal person. Conflict of interest: a director shall avoid placing himself in any situation where his personal interest would be in conflict with his obligations as a director. The declaration of interest is recorded in the minutes of his proceedings of the board of directors or the equivalent.

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