Opinion of the Advocate General — ECLI:EU:C:1997:145
Date: 1997-03-12
Language of the case: Dutch
Based on: Treaty establishing the European Economic Community (1957)
Subject matter: Right of establishment
Procedure: Reference for a preliminary ruling
Origin: Netherlands

SUMMARY — CASE C-104/96 
The rules governing the enforceability as 
against third parties of acts done by mem­
bers of company organs in circumstances 
where there is a conflict of interests with the 
company fall outside the normative frame­
work of the First Directive 68/151 on coor­
dination of safeguards which, for the protec­
tion of the interests of members and others, 
are required by Member States of companies 
within the meaning of the second paragraph 
of Article 58 of the Treaty, with a view to 
making such safeguards equivalent through­
out the Community, and are matters for the 
national legislature. 
It is clear from both the wording and the 
subject-matter of the first subparagraph of 
Article 9(1) of the First Directive that it con­
cerns the limits on a company's powers as 
allocated by law to the various organs of the 
company and is not intended to coordinate 
the national laws applicable where a member 
of an organ finds himself in a conflict of 
interests with the company represented 
because of his personal circumstances. 
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