Shareholder's personal action

Abstract

The focus of this paper is on the right of shareholder to file an individual suit. At the outset, the notion of shareholder's personal claim is examined from the perspective of both the Serbian and comparative law, followed by the author's analysis of the issues of liability of persons with company law duties for damages inflicted upon the shareholders' assets in breach of their duties. The particular emphasis of the paper is on the conditions related to the liability regime and the wrongfulness in Serbian Company Law, as well as the issue of (in)adequacy of shareholder's right to damages because of decrease or no increase in the share value (reflective loss). Following this discussion, the paper delineates the potential amendments in the Serbian Companies Act pertaining to exclusion of shareholder's right to damages for reflective loss in situations where the company (or shareholders derivatively) has a standing to sue the wrongdoer for the breach of company law duties. Finally, the author touches upon the company liability issues for damages inflicted to the shareholders by members of its organs, concluding on the topic of the actual extent of protection given under the Serbian Company Law and inadequacies of the accepted solutions that the existing regime provides.

Keywords

• personal action
• liability of persons with company law duties
• reflective loss
• liability of company