Administradores, conflictos de interés y jurisprudencia desfasada

With the enactment of Article 23, paragraph 7 of Law 222 of 1995, the Colombian legislature introduced a peremptory norm that has since served as the exclusive legal framework governing contracts involving conflicts of interest and competitive acts between corporate managers and the companies they serve. As a specific and subsequently enacted provision, it superseded any prior regulations on the matter. To date, this legal framework remains unaltered by subsequent legislation. However, prevailing judicial interpretations have largely overlooked the special regime established by Article 23, instead resorting to the general provisions of Book One of the Commercial Code–specifically those governing contracts of sale, agency, and representation–to resolve such disputes. This jurisprudential approach has led to outcomes that diverge significantly from those that would result under the applicable corporate law regime.