The issue of director's liability is particularly relevant in Georgian corporate law. In this regard, the Supreme Court of Georgia has rendered several decisions. However, this may not be sufficient to establish a unified practice, as in some cases, the diversity of practice itself may be considered a prerequisite for dogmatic understanding of this issue and serve as a basis for adopting various theoretical and practical solutions in legal literature. Unlike the corporate law of developed Western countries, this topic is relatively new for Georgian law. There is not much legal literature on this issue in Georgia. If we do not take into account Professor Chanturia's 2006 monograph, which is specifically dedicated to the liability of directors in corporate law, there has been no fundamental research on this topic, especially from a comparative legal perspective, in the recent past. Accordingly, it would be advisable to develop a certain scholarly passage on such an issue, which could benefit Georgian legal literature and enrich the range of knowledge of Georgian lawyers.
In today's reality, it is common to encounter situations in which damage is caused by the improper actions of a director (manager). The damage is mainly expressed in material/property loss, after which it is practically impossible for a third party to satisfy their claim from the assets of the entrepreneurial company, since in most cases the said legal entity is insolvent and must be liquidated due to the absence of assets. However, in such a situation, the interest of the third party—to satisfy their claim and recover damages—may be ignored by the fact that the liquidation and deregistration of the company is not an element of the creditor's property rehabilitation. It should also be taken into account that the legal basis for the director's liability may differ in the law governing partnerships and that of capital companies. This is determined by the dichotomy between personal and capital legal forms, which should be based on a strictly established typological nature. Unlike the capitalist entrepreneurial form, in a partnership-type company, where the doctrine of the corporate veil does not apply, the creditor can satisfy their claim directly and immediately at the expense of the partner's property, even in the event of loss or complete absence of the company's assets, whereas, with certain exceptions, this is inconceivable in a capital company. Even within the legal forms of capital companies, the diagram of directors' liability may be manifested differently and may vary between the LLC and the JSC legal forms, if the independence of each organizational form conducting entrepreneurial activity and, of course, the peculiarities of specific regulation are taken into account. In Georgia, the driving force of organizational economics is the LLC organizational-legal form. Court practice also mainly concerns LLCs.1 Accordingly, this article will focus specifically on the legal issue of the director's liability in an LLC. It should also be noted here that the mere failure to satisfy a creditor's claim or the risk of its complete non-satisfaction, regardless of its significance, is not a priori a prerequisite for the profitability of the LLC's activities. Often, the improper action of the director makes it impossible to achieve the company's objectives. Therefore, for the company and its partners, compensation for damages by the director is the basis for the rehabilitation of the company as an entity oriented toward creating social welfare.
