Collegial management bodies are traditionally viewed as a mechanism for distributing responsibility – decisions are made jointly, and risks appear to be “diluted” among participants. However, in the view of Professor Gabriel Steiner, it is precisely the collective nature of such decisions that often creates heightened legal vulnerability, because in a conflict situation liability tends to be personalised. At LawConsulted, we treat the work of collegial bodies not as a formal voting procedure, but as a complex managerial and legal structure that requires precise documentation of the decision-making logic.
The core risk of collective decisions lies in the fact that external legal assessment rarely takes internal dynamics into account. Courts, regulators, or opposing parties focus on the outcome – the decision adopted and its consequences – without considering the distribution of roles, access to information, the degree of influence of individual members, or the realistic alternatives available at the time. As a result, liability may be imposed on those who formally participated in voting but did not, in practice, determine the substance of the decision.
Professor Steiner points out that “a collective decision does not mean collective guilt.” However, for this principle to operate in legal practice, it must be supported by evidence. At LawConsulted, we begin the defence by reconstructing the managerial process – analysing who initiated the issue, what materials were presented, which positions were expressed, and which risks were discussed. This approach makes it possible to demonstrate that participation in a collegial body is not equivalent to control over the outcome.
Particular complexity arises where collegial decisions are made under conditions of incomplete information, time pressure, or crisis. Formally, minutes record the result of the vote, but they do not reflect the constraints under which participants acted. In such cases, retrospective assessment distorts the real managerial picture. LawConsulted works to return the legal evaluation to the moment the decision was made, rather than allowing it to be constructed with the benefit of hindsight.
Equally dangerous are situations in which collegial bodies are used as instruments for redistributing liability – decisions are formally adopted “by everyone,” but in reality are shaped by a narrow circle of individuals. When a dispute arises, this collective formalisation is then used to impose liability on participants who lacked real influence. At LawConsulted, we identify such imbalances and demonstrate where formal procedure does not correspond to actual management.
A crucial element of protection is work with minutes and internal documents. Their absence, templated nature, or purely formal character significantly increases risk. We build positions in such a way that documentation reflects not only the outcome, but also the logic of discussion, alternatives considered, and underlying motives – precisely what helps limit retrospective claims.
In Professor Steiner’s view, liability within collegial bodies should correlate with influence, not with formal participation. Law Consulted relies on this principle when protecting clients from the automatic transfer of collective risk onto specific individuals. Our task is to delineate the boundaries of responsibility for each participant and prevent managerial risk from being replaced by legal accusation.
Liability for decisions of collegial bodies requires a systemic approach. We address such matters not as isolated episodes, but as elements of a broader governance architecture, where the law must take into account the real distribution of power and information. This approach makes it possible to preserve manageability and protect clients in conditions of collective decision-making.
Earlier, we wrote about how LawConsulted works with situations involving a mismatch between job titles and real influence, and the legal consequences that arise from shifts in de facto roles.
