Kategorie: Business Law
The Limits of a Shareholder’s Duty of Loyalty and the General Duty of Care in the Context of a Shareholder Lawsuit
A shareholder lawsuit under Section 157 of the Business Corporations Act (hereinafter the “ZOK”) is one of the tools for protecting a company against inaction or abuse of power by its statutory body.[1] It entitles a shareholder to file a lawsuit on behalf of the company seeking compensation for damages or, as the case may be, the …
Read moreShareholder’s counterproposal at general meetings of limited liability companies in current Supreme Court case law
Act No. 90/2012 Coll., on Commercial Companies and Co-operatives (the Act on Commercial Corporations), as amended (hereinafter referred to as the “ZOK”), regulates in considerable detail the convening and conduct of general meetings of limited liability companies. Among other things, it stipulates that the notice convening the general meeting must include a draft resolution on …
Read moreThe running of the limitation period in connection with an out-of-court settlement agreement in the light of the decision File No. 23 Cdo 431/2024
The endeavour to resolve a dispute amicably without the need to initiate court proceedings is a natural – and, above all, desirable – part of private law relationships. The Civil Code accommodates this approach through Section 647 of Act No. 89/2012 Coll., the Civil Code (hereinafter the “Civil Code”), according to which the limitation period …
Read moreSilence Does Not Constitute a Refusal: On the Preclusion of a Shareholder’s Right to Information
A shareholder’s right to information in a limited liability company is one of the fundamental rights arising from their participation in the company. Pursuant to Section 155 of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives, as amended (hereinafter the “BCA”), a shareholder may request information about the company from the managing directors, inspect …
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