Izvorni znanstveni članak
Infringement of the Obligation to Disclose Information in the Capital Market and Disputes between Investors (Shareholders) and Listed Companies
Edita Čulinović-Herc
; Pravni fakultet Sveučilišta u Rijeci
Sažetak
Companies which are listed on the stock exchange disclose numerous personal information according to the Law on Capital Market. The information can be assembled into three basic groups. The first group consists of disclosures given when entering into the primary market, i.e. disclosures contained in prospectus. In the second group there are periodic disclosures or disclosures given at the secondary market, for example financial report disclosures in certain previously determined time periods. The third group includes so called ad hoc disclosures, for example disclosures concerning the price sensitive information. If the company publishes misstatement or incomplete information or misses the deadline to publish it, investors may suffer damages giving cause for a dispute in which investors will demand compensation for damages from issuers and/or other liable persons. Having in mind that such infringements being done at foreign capital market have caused a wave of collective actions, the author in the article analyses on a broad comparative sample the nature of disputes, who has active and who passive legitimation and which courts have a jurisdiction to settle disputes. A discussion has been open whether there is a need to enact new procedural legal instruments to settle such disputes having in mind that thousands shareholders may appear on active side as it was accepted as a solution in German law. It is also argued for de lege ferenda commercial court jurisdiction over these disputes due to the fact that according to present rules the jurisdiction is divided between the municipal and commercial court depending on parties with passive and active legitimation.
Ključne riječi
apital market; collective actions; listed companies; prospectus; insider information; issuer's liability
Hrčak ID:
52615
URI
Datum izdavanja:
10.4.2009.
Posjeta: 3.303 *