Informal management instructions are one of the most widespread yet least consciously recognised areas of legal risk. As Professor Gabriel Steiner notes, decisions made “verbally” are most often subjected to harsh legal scrutiny after the fact, precisely because they leave no protective context behind. At LawConsulted, we view informal instructions not as a minor management detail, but as a potential source of liability that begins to work against a company at the moment of conflict or inspection.
The danger of decisions made without formal orders lies in the fact that they exist outside the system of official documentation – there is no written instruction, no signature, no explicit confirmation of authority. Yet actions are taken, resources are redistributed, and obligations are effectively assumed. In such circumstances, the law focuses not on the absence of an order, but on the consequences – who gave the instruction, who executed it, and who ultimately benefited. LawConsulted analyses precisely this chain, rather than relying on the formal absence of documentation.
Professor Steiner emphasises that “in law, a verbal instruction ceases to be verbal the moment actions are taken on its basis.” That is why LawConsulted works to reconstruct the management logic – through correspondence, sequences of actions, internal approvals, allocation of access, and actual influence. This analysis makes it possible to demonstrate where an instruction was part of permissible management and where it resulted from pressure, hierarchy, or structural ambiguity.
Particular complexity arises in situations where informal instructions are used as a tool for shifting responsibility. Formally, “no one made the decision,” yet in reality it was initiated by a specific individual or group. At LawConsulted, we eliminate this asymmetry – showing how intent was formed, who controlled the process, and why executors could not act otherwise. This is critical in disputes with regulators, shareholders, and in corporate conflicts.
It is also important to recognise that informal instructions most often arise in crisis conditions – under time pressure, during changes in management, or amid external stress. In such circumstances, abandoning written form may seem convenient, but it is precisely this choice that is later used against the client. LawConsulted supports these situations so that the absence of a formal order does not turn into an absence of legal protection – through accurate documentation of context and clearly defined boundaries of responsibility.
As Professor Steiner notes, “a legal assessment of management decisions is impossible without understanding the conditions in which they were made.” LawConsulted relies on this principle – reconstructing the management environment rather than isolating a single act. This approach reduces the risk that a decision made without a formal order will automatically be classified as a violation.
The legal assessment of informal instructions is not a fight against managerial flexibility, but protection against retrospective simplification. Law Consulted works to ensure that decisions are assessed according to the real logic of management, rather than the formal absence of documentation. This approach preserves controllability and reduces the likelihood of personalised liability.
Previously, we wrote about how LawConsulted prevents retrospective claims when management decisions are assessed after the fact.
