Quotation Conac, Pierre-Henri, Enriques, Luca, Gelter, Martin. 2007. Constraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany, and Italy. European Company and Financial Law Review 4 (4): 491-528.




All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who are in control. As previous research has shown, these rules, doctrines and remedies are far from uniform across jurisdictions, possibly leading to significant differences in the degree of investor protection they provide. Comparative research in this field is wrought with difficulty. It is tempting to compare corporate laws by taking one benchmark jurisdiction, typically the US, and to assess the quality of other corporate law systems depending on how much they replicate some prominent features. We take a different perspective and describe how three major continental European countries (France, Germany, and Italy) regulate dominant shareholders’ self-dealing by looking at all the possible rules, doctrines and remedies available there. While the doctrines and remedies reviewed in this article are familiar enough to corporate lawyers and legal scholars from the respective countries, this is less true for many participants in the international discussion, which remains dominated by Anglophone legal scholars and economists. We suggest that some of these doctrines and remedies, namely the German prohibition against concealed distributions, the role of minority shareholders in the prosecution of abus de biens sociaux in France, and nullification suits in all three countries have not received the attention they deserve.


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Publication's profile

Status of publication Published
Affiliation WU
Type of publication Journal article
Journal European Company and Financial Law Review
Language English
Title Constraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany, and Italy
Volume 4
Number 4
Year 2007
Page from 491
Page to 528
Reviewed? Y
URL http://dx.doi.org/10.1515/ECFR.2007.025


Gelter, Martin (Former researcher)
Conac, Pierre-Henri (University of Luxemburg, Luxembourg)
Enriques, Luca (Università degli studi di Bologna, Italy)
Civil Law and Civil Procedure Group V (Civil, Business and Insolvency Law) AB (Details)
Research areas (ÖSTAT Classification 'Statistik Austria')
5208 Company law (Details)
5224 Comparative law (Details)
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