Examinando por Materia "DERECHO COMPARADO - ESPAÑA"

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    La figura del administrador de hecho en el derecho colombiano : retos de aplicación en las acciones de responsabilidad
    (Universidad EAFIT, 2025) Villegas Brandani, Simón; González Jaramillo, José Luis
    This thesis examines the figure of the de facto administrator in Colombian corporate law, based on the liability regime established in Laws 222 of 1995 and 1258 of 2008. A de facto administrator is a person who, without holding a formal position, carries out positive acts of management, direction, or administration within a company, and thus assumes the same duties and responsibilities as a formally appointed administrator. The study explores the key duties that govern their conduct—such as good faith, loyalty, and diligence—and how breaches of these duties may give rise to legal actions for damages caused. The research addresses the two main liability actions: the social action, aimed at compensating the company for harm to its assets, and the individual action, which allows shareholders or third parties to claim for personal damages. It also highlights the evidentiary challenges involved in obtaining a judicial declaration of de facto administration, and in proving a causal link between the breach of duties and the resulting harm. In addition, the work compares the Colombian approach with similar figures in other jurisdictions, such as Spain, France, and common law systems, emphasizing key differences—especially regarding the continuity of conduct and the level of control exercised. The paper concludes by proposing legal and statutory reforms to strengthen the application of this figure, ensuring both its effectiveness in protecting corporate interests and the legal certainty of those involved.