La responsabilidad civil del compliance officer

Abstract

The criminal liability of legal persons and the corporate ethical culture have led to the genesis of a new professional profile that lacks regulation: the compliance officer. Corporations are increasingly demanding specialized compliance services, and the private legal system is facing new challenges. This research has aimed to study and delimit the civil liability that this new professional may face for the damages caused by their actions, delving into the nature and elements of the obligation to compensate. This analysis has required a study of the scope and content of the legal relationship that links the professional with the legal person, in particular, of the obligations that the professional must face in the performance of their duties. The version of the compliance officer derives from a personal relationship intuitu personae. The relationship between the compliance officer and his client may be of a service or work nature, and his liability will generally be contractual in nature. However, in some instances, it may be determined as non-contractual. Of particular interest in the study are the elements that configure liability, focusing on the professional's conduct, reputational damage, the causal relationship, and attribution criteria. The regulatory explanation, the analysis of doctrine and jurisprudence, and the uses of the sector have enabled the proposed objective to be achieved. Current legislation could provide specific solutions to particular problems in the relationship between the compliance officer and the legal person. Still, a clear regulatory development would undoubtedly increase resources and provide the sector with greater legal certainty.