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GREGOROVÁ ŠIRICOVÁ
GREGOROVÁ ŠIRICOVÁ, Ľ.: Derivative
action (actio pro socio) against director – First part
Právny obzor, 99, 2016, č. 5,
s. 378 – 400.
Abstract. Derivative
action (actio pro socio) against director – First part. This paper of two parts
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.
Key words: lawsuit by a
shareholder in the name of a corporation, actio pro socio, derivative action,
reflective loss
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ISSN 2729-9228
(online)
ISSN 0032-6984
(print)
THEORETICAL REVIEW FOR ISSUES OF STATE AND LAW.
Právny obzor is peer-reviewed journal and is indexed in SCOPUS and HeinOnline database (INDEX TO FOREIGN LEGAL PERIODICALS).
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