YEAR 2022 No 2

ISSN 2182-9845

The duty of loyalty of directors of capital companies and the obligation to return unjust enrichment — analysis of the Spanish and Portuguese systems

Paulo Nuno Horta Correia Ramirez


Dever de lealdade dos administradores sociais; enriquecimento injusto ou sem causa; caráter compatível, subsidiário ou complementar da restituição do enriquecimento.


The present work addresses the issue of sanctions for non-compliance with the duty of loyalty by the directors of public corporation. The aim was to analyze, fundamentally, the relationship between the obligation to indemnity the damages caused to the companies property and that of restoring to the administered company the unjust enrichment obtained by the administrator. In this context, it was questioned whether the legitimacy to invoke this last institute is compatible, subsidiary or complementary to that of compensation for losses and damages. The scope of analysis concerns the Spanish and Portuguese legal systems, concluding that, despite presenting different options in terms of positive and systematic character on the subject, there is a substantial similarity, rather than identity, with regard to the concrete consequences that result from the interpretation that as a whole is made of the respective legal norms.