Companies Law

1. Without prejudice to the powers of the general assembly, the board of directors shall have all the powers necessary to manage the company and achieve its purposes, except for the acts or dispositions falling within the powers of the general assembly which are excluded pursuant to a special provision in this Law or the company’s articles of association. The board of directors may also, within its powers, delegate one or more of its members or others to carry out certain acts. 2. The company shall be bound by all of the acts and dispositions performed in its name by the board of directors, even if said acts and dispositions are beyond the powers of the board, unless such acts and dispositions involve a party who acts in bad faith or a party who knows that such acts are beyond the powers of the board.