(1) If the members of the management board of the company have failed, in dereliction of their duties, to set out the disadvantageous legal transaction or the disadvantageous measure in the report on the relations of the company with affiliated enterprises, or have failed to state that the company suffered a disadvantage by the legal transaction or the measure and that the disadvantage was not compensated, they are liable as joint and several debtors besides the parties obligated to provide compensation pursuant to section 317. Where it is in dispute whether or not they have exercised the due care of a prudent manager faithfully complying with the relevant duties, the onus of proof is upon them.
(2) If the members of the company’s supervisory board have failed, in dereliction of their duties, to audit the report on the relations of the company with affiliated enterprises as regards the disadvantageous legal transaction or the disadvantageous measure and have failed to report on the results of their audit to the general meeting (section 314), they are liable as joint and several debtors besides the parties obligated to provide compensation pursuant to section 317; subsection (1) sentence 2 applies accordingly.
(3) The duty to provide compensation will not arise in relation to the company, nor will it arise in relation to the stockholders, where the action taken is based on a lawful resolution adopted by the general meeting.
(4) Section 309 (3) to (5) applies accordingly.