THE PROTECTION OF THE CONTROLLED COMPANY

RECENT JUDGEMENTS OF THE SUPREME COURT OF THE REPUBLIC OF SLOVENIA

Authors

  • Jerneja Prostor niversity of Maribor, Faculty of Law, Maribor, Slovenia

DOI:

https://doi.org/10.30925/zpfsr.40.1.21

Keywords:

share capital; the prohibition on returning contributions; affiliated enterprises; insurance; good faith

Abstract

The article deals with a few court cases in which the shareholders violated the prohibition on the return of the contribution. This ban ensures the maintenance of the share capital in a company with share capital, which is primarily intended to protect the creditors of the company. Namely, the share capital has primarily developed with the aim of providing alternative creditor protection in companies with share capital, in which shareholders are not liable for the obligations of these companies with their assets. If shareholders do not comply with the rules laid down by the legislator in order to maintain the share capital and unjustified benefits (which can be isolated and evaluated) are paid to them out of the assets of the company, these benefits must be
returned to the company. In some recent cases with affiliated companies, the Slovenian Supreme Court recognized the violation of the prohibition on returning contributions. The consequences of such practices also apply to involved third parties (for example, to banks that accept the insurance provided by the subsidiary company to insure the
claim against the parent company), if they knew for the violation of the prohibition of returning contributions.

Additional Files

Published

2020-11-16

How to Cite

Prostor, J. (2020). THE PROTECTION OF THE CONTROLLED COMPANY: RECENT JUDGEMENTS OF THE SUPREME COURT OF THE REPUBLIC OF SLOVENIA. Collected Papers of the Law Faculty of the University of Rijeka, 40(1), 539–570. https://doi.org/10.30925/zpfsr.40.1.21

Issue

Vol. 40 No. 1 (2019): Collected papers of the Law Faculty of the University of Rijeka

Section

ARTICLES

License

Collected Papers is an open access journal. Journal does not charge article processing charges (APC) to authors. It is licensed under CC BY-NC licence 4.0.

Collected Papers of the Law Faculty of the University of Rijeka" is an Open Access journal. Users are allowed to read, download, copy, redistribute, print, search and link to material, and alter, transform, or build upon the material, or use them for any other lawful purpose as long as they attribute the source in an appropriate manner according to the CC BY licence.
The papers published in "Collected Papers of the Law Faculty of the University of Rijeka" can be deposited and self-archived in the institutional and thematic repositories providing the link to the journal's web pages and HRČAK.

Upon acceptance of the manuscript for publication by this journal, the author can publish same manuscript in other journals only with the permission of the Editorial Board (secondary publication). A repeated publication should contain a notice as to where the manuscript was originally published.