Citas bibligráficas
Carrillo, J., La, A. (2023). Uso de comités especiales para mitigar conflictos de intereses en el directorio ante transacciones conflictivas [Universidad de Lima]. https://hdl.handle.net/20.500.12724/20465
Carrillo, J., La, A. Uso de comités especiales para mitigar conflictos de intereses en el directorio ante transacciones conflictivas []. PE: Universidad de Lima; 2023. https://hdl.handle.net/20.500.12724/20465
@misc{renati/1441772,
title = "Uso de comités especiales para mitigar conflictos de intereses en el directorio ante transacciones conflictivas",
author = "La Cruz Franco, Alicia",
publisher = "Universidad de Lima",
year = "2023"
}
The main objective of this thesis is to identify a practical solution to mitigate conflicts of interest in the board of directors in the context of related party transactions, with a special focus on protecting both the directors as well as their agreements and the resulting transactions. To this end, as a first step, certain fundamental concepts are defined to understand the conflict-of-interest problem, such as the nature of the board, the agency problem, the corporate interest, and the duty of loyalty. As a second step, the concept of conflict of interest will be defined to determine when this case arises. Likewise, the concept of basic self-dealing and its regulation will be described. Finally, the legal response to conflicts of interest within the framework of an economic group will be analyzed. As a third step, the actions that a director must take when he/she identifies that he/she has a conflict of interest and the options available to a director who refuses to comply with his/her duties in the event of a conflict of interest will be explained. As a fourth step, the business judgment rule, developed by the courts of Delaware, United States, will be analyzed as well as whether it is possible to apply it in Peru under the current corporate regime. Finally, based on all these concepts, it will be explained how special committees are used in Delaware to ensure that transactions with related parties are protected by the business judgment rule. In this sense, whether it is feasible to apply this figure in Peru, what responsibility do the other directors assume for the decisions adopted by the special committee and what benefits can be obtained from its use will be analyzed.
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