Izvorni znanstveni članak
https://doi.org/10.30925/zpfsr.39.1.2
REGULATION OF LEGAL RELATIONSHIP BETWEEN SHAREHOLDERS IN CLOSELY HELD COMPANIES ON THE EXAMPLE OF THE CROATIAN LIMITED LIABILITY COMPANY
Edita Čulinović-Herc
orcid.org/0000-0002-6177-8057
; Sveučilište u Rijeci Pravni fakultet
Sonja Marinac Rumora
; Trgovački sud u Pazinu
Mihaela Braut Filiopović
orcid.org/0000-0002-2476-545X
; Sveučilište u Rijeci Pravni fakultet
Sažetak
This article analysis regulation of legal relationship between shareholders in closely held company. Authors define “closely held companies” by functional approach, analyzing specific features which distinguish this type of companies from all other companies, regardless of their legal form. Available data suggests there are a significant number of these companies in Croatia and abroad. There are two basic
corporate governance challenges in closely held company concerning the shareholders relations: potential abuse of its position by the majority shareholder, especially when majority shareholder acts as manager and the so-called “deadlock” when shareholders cannot reach agreement on any decision necessary for normal functioning of the
company. Personal relations between the shareholders are in the core of these corporate governance issues. The Croatian private limited liability company is a model of closely held company in Croatia. Thus, this article analysis the withdrawal and exclusion of shareholders in Croatian court practice and its significance for solving the conflicts between shareholders in order to preserve the company. Authors advocate for more extensive use of the right to autonomously regulate the relationships between the shareholders in closely held companies. In that regard, authors suggest to use articles of association for more precise regulation of shareholders relationship, to set higher quorum when deciding important decisions in shareholders’ meeting which would empower the minority shareholders, to leave the important decisions on governing the company in the scope of the shareholders’ meeting and other. Also, authors consider that formation of supervisory body could contribute to achieve balance between the shareholders, especially between the majority and minority shareholders. Set
of recommendations set in corporate governance codes could be of great use when drafting the articles of association. In that regard, authors call for de lege ferenda implementation of such a code, following the established practice on the comparative level.
Ključne riječi
closely held company; limited liability company; corporate governance; withdrawal of a shareholder; exclusion of a shareholder; corporate governance code for closely held companies
Hrčak ID:
199389
URI
Datum izdavanja:
9.4.2018.
Posjeta: 7.533 *