Companies Law

Conflict of Interest, Competition, and Exploitation of Assets 1. A company’s manager or board member may not have any direct or indirect interest in the transactions conducted and contracts concluded for the company’s account without the authorization of the partners, general assembly, or shareholders or their designees. 2. A company’s manager or board member may not engage in any business that may compete with the company or with any of its activities without the authorization of the partners, general assembly, or shareholders or their designees. 3. A company’s manager or board member may not exploit the company’s assets or information or any investment opportunity offered to the company or to him in his capacity as a manager or board member for his benefit whether directly or indirectly. 4. The Regulations shall specify the rules necessary for the implementation of paragraphs (1), (2), and (3) of this Article. 5. Paragraph (1) of this Article shall not apply to the following: a) Transactions conducted and contracts concluded pursuant to public tenders. b) Transactions and contracts that aim to meet personal needs if they are carried out under the same terms and conditions the company applies to all persons and contractors it deals with and are within the company’s regular activities. c) Any other transactions or contracts specified by the Regulations which are not inconsistent with the company’s interest. 6. If the company’s manager or a board member violates paragraph (1) of this Article, the company may petition the competent judicial authority to invalidate the contract and order him to return any profit or benefits realized from such violation. 7. If the company’s manager or a board member violates paragraph (2) of this Article, the company may petition the competent judicial authority for appropriate compensation.