A szindikátusi szerződés és a társasági hűség

Fazakas Zoltán József: A szindikátusi szerződés és a társasági hűség. In: Acta Universitatis Szegediensis : forum : acta juridica et politica, (13) 2. pp. 41-48. (2023)

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The new Civil Code of Hungary has opened up new routes in company law, but it has also generated new challenges. One of the most significant issues in the field of company law is the content of shareholders’ agreement and the question of corporate fidelity. In this context, the paper attempts to demonstrate, on the basis of the principles of economic rationality, that the exclusion of a corporate member can rest on the basis of shareholders’ agreement. Within this framework, the study's principle is that, where the members of a company are also the same persons as the shareholders’ agreement they may determine the scope of the conduct, on the basis of pacta sunt servanda, which sufficiently satisfies the legal requirements for establishing the existence of facts which cause a high degree of jeopardy to the objectives pursued by the company. Given that the Code does not require the exclusion of conduct, the author considers that the parties' freedom of choice of content allows for the inclusion in the shareholders’ agreement of specific grounds, conduct and circumstances for exclusion. In the author's view, all this can be deduced from the integrated approach of the Civil Code, which incorporates company law and contract law in one code, from the close relationship between these two areas of law, which is recognised in law, and from the interrelationship between the basic principles of economic rationality and dispositivity. Consequently, the shareholders’ agreement itself sheds light on the new prospects and possibilities of company law by emphasising corporate loyalty and by specifying the grounds for exclusion. Through these instruments, real economic content can be given incentives for performance by means of both company law and contract law instruments and options.

Item Type: Article
Other title: Shareholders' agreement in the context of corporate fidelity
Journal or Publication Title: Acta Universitatis Szegediensis : forum : acta juridica et politica
Date: 2023
Volume: 13
Number: 2
ISSN: 2063-2525
Page Range: pp. 41-48
Language: Hungarian, English
Place of Publication: Szeged
Related URLs: https://acta.bibl.u-szeged.hu/84484/
Uncontrolled Keywords: Társasági jog
Additional Information: Bibliogr. a lábjegyzetekben ; összefoglalás angol nyelven
Subjects: 05. Social sciences
05. Social sciences > 05.05. Law
Date Deposited: 2024. Feb. 12. 12:12
Last Modified: 2024. Feb. 12. 12:12
URI: http://acta.bibl.u-szeged.hu/id/eprint/84490

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