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InterEULawEast : Journal for the international and european law, economics and market integrations, Vol. 12 No. 1, 2025.

Review article

https://doi.org/10.22598/iele.2025.12.1.9

CONTRACTUAL EXPANSION OF SHAREHOLDERS’ ACCESS TO CORPORATE INFORMATION – AN INFRINGEMENT OR A NEW MODEL OF CORPORATE GOVERNANCE?

Mihaela Braut Filipović orcid id orcid.org/0000-0002-2476-545X ; Faculty of Law, University of Rijeka, Rijeka, Croatia *
Sara Madžarov Matijević ; Faculty of Law, University of Rijeka, Rijeka, Croatia
Morana Derenčinović Ruk orcid id orcid.org/0000-0002-6624-7896 ; Adriatic Osiguranje PLC, Zagreb, Croatia

* Corresponding author.

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Abstract

Active shareholders and investors often seek additional information on conduct of business, which surpasses shareholders’ right to information under the corporate law. As the corporate law treats all shareholders equally, they can attempt to broaden their right to information only through contractual mechanisms, such as shareholders agreements. Authors shall argue about the justification of providing additional corporate information to only selected shareholders by analyzing the shareholder right to information and managers’ duty of confidentiality provisions. Likewise, authors shall discuss whether by providing additional access to corporate information to some shareholders or even to the third parties outside of the company, the control in the company shifts towards the contractually created controlling shareholders, thus introducing a new model of corporate governance. This paper shall research practical examples of shareholders agreements in Croatian practice which provide for various additional informational rights to shareholders and which deal with the disclosure of confidential information in the due diligence process as a part of the sale of shares to potential buyers. Authors consider that the discussion on validity of contractual clauses which provide for expansion of shareholders’ access to corporate information is well overdue.

Keywords

shareholders’ right to information; shareholders agreement; managers’ duty of confidentiality; due dilligence

Hrčak ID:

332625

URI

https://hrcak.srce.hr/332625

Publication date:

24.6.2025.

Visits: 210 *