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Actio pro socio – obrona majątkowych interesów akcjonariuszy przed szkodą wynikłą wskutek zaniechania organów spółki

100%
Gliniecki B.
Prace i Materiały Wydziału Zarządzania Uniwersytetu Gdańskiego
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2011
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vol. 2
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issue 1
247-258
EN
Actio pro socio claim (derivative suit or derivative action) remains one of the corporate governance instruments, however being rather rarely used due to its nature as an emergency remedy against company’s agencies passivity. Also there are more effective measures and more predictable as to the final outcome than a court suit. One of the most important issues dealing with actio pro socio legal framework and its economic effectiveness deals with so called free rider problem. Current regulations of the claim do not make it an attractive instrument of maintaining shareholders’ interests as shareholder-plaintiff’s situation concerning potential loss-to-gains ratio does not encourage to take any action in favour of the company. However this type of claim cannot be forgotten as a mean of defending shareholders’ interests against interests of other shareholders, agencies or entities.
2

ACTIO PRO SOCIO S CUDZÍM PRVKOM

75%
Gregová Širicová Ľ.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2014
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vol. 97
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issue 4
361 – 376
EN
The paper deals with the analysis of derivative action (actio for socio) with a foreign element. Determination of jurisdiction and the law applicable to the actio pro socio is not a priori clear. As for jurisdiction, the problem seems to be a distinction between contractual and non-contractual claims, which is a key moment for the assessment of the so called special jurisdiction according to Brussels I Regulation. Regarding the applicable law, it was necessary to distinguish the law applicable for the instrument (derivative action) and for the claim that it is enforced through this instrument. When determining the law applicable to the tool, it was observed that the derivative action causes qualifying problem with regard to possible assessment of the tool as a procedural. It was argued that some aspects of actio pro socio will be procedural in nature (court will therefore apply its domestic law, e.g. the costs), other aspects are more likely substantive in nature (the court has to apply the conflict rules, e.g. subject entitled to file actio pro socio, possible defendants and pursued claims). In the next step (determination of the applicable law) we argued that the relevant questions are excluded from the scope of the European conflict rules (Regulation Rome I and Rome II). In the absence of unified conflict rules, the European court must resort to the domestic rules. In case the jurisdiction of Slovak courts would be established, it is necessary to analyse the Slovak national conflict rules. The Slovak court will apply the law of the state where the legal person was incorporated (both for the substantive aspects of the actio pro socio and for the claim that is enforced through it).
3

ŽALOBA SPOLOČNÍKA V MENE SPOLOČNOSTI VOČI ŠTATUTÁRNEMU ORGÁNU (ACTIO PRO SOCIO) – DRUHÁ ČASŤ

75%
Gregorová Širicová Ľ.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
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2016
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vol. 99
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issue 6
501 – 524
EN
This paper is an analysis of the mechanism also known as actio pro socio (or derivative action). It is focused on the lawsuit brought by a shareholder of a corporation on its behalf to claim damages caused to the company by its director. The various names for that legal instrument, its doctrinal bases (reflective loss) and historical and comparative background are examined in the first chapter. The second chapter is focused on the conditions to bring actio pro socio according to the Slovak Commercial Code. We identified several question marks in the statutory provisions (changes in the person of the shareholder, changes in the person of the director, disposition with the claim). The third chapter deals with the effectivity of actio pro socio considering the low number of cases in the Slovak courts. Throughout the analysis we take into account the Czech recodification of private law as a possible inspiration for the readjustment of the actio pro socio in the Slovak recodification of private law.
4

ŽALOBA SPOLOČNÍKA V MENE SPOLOČNOSTI VOČI ŠTATUTÁRNEMU ORGÁNU (ACTION PRO SOCIO) – PRVÁ ČASŤ

75%
Gregorová Širicová L.
Právny obzor. Teoretický časopis pre otázky štátu a práva (Juridical Review. Theoretical journal for the questions of state and law)
|
2016
|
vol. 99
|
issue 5
378 – 400
EN
This paper is an analysis of the mechanism also known as actio pro socio (or derivative action). It is focused on the lawsuit brought by a shareholder of a corporation on its behalf to claim damages caused to the company by its director. The various names for that legal instrument, its doctrinal bases (reflective loss) and historical and comparative background are examined in the first chapter. The second chapter is focused on the conditions to bring actio pro socio according to the Slovak Commercial Code. We identified several question marks in the statutory provisions (changes in the person of the shareholder, changes in the person of the director, disposition with the claim). The third chapter deals with the effectivity of actio pro socio considering the low number of cases in the Slovak courts. Throughout the analysis we take into account the Czech recodification of private law as a possible inspiration for the readjustment of the actio pro socio in the Slovak recodification of private law.
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