The Content of the Duty of Care in the Entrepreneurs Law
The Law of Georgia on Entrepreneurs imposes on the managerial person of an entrepreneurial society duties of a special, fiduciary character. Under the first part of Article 50, the managerial person must direct the affairs of the society lawfully and with the diligence of a fair and conscientious manager — caring for it as an ordinary, prudent person would care under analogous conditions, with the belief that the action is economically most favorable to the society. This formulation unites three components: lawfulness, an objective standard of care, and the priority of the society's economic benefit.
Where the duty is breached, the managerial person answers to the society for damage caused by the culpable non-performance of the duty of good faith. The law draws an important boundary here: neither the charter nor a decision of the partners may limit the managerial person's liability for the intentional non-performance of this duty — protection against intentional harm cannot be secured either by the charter or by a resolution of the meeting.