Actio Pro Socio in a Public Limited Company in Slovenian and German Legal System
Sara Ahlin Doljak, Ph.D.

Abstract
The article entitled »Actio pro socio in Slovenian and German legal system« is a heterogeneous article because only a detailed definition of the action in both legal systems, breakdown of the characteristics of both systems, and the comparison of both systems can expose all of the relevant particularities of the assertion of claims of the company by shareholders. In both systems, the actio pro socio developed as a result of the need to provide the minority of shareholders with a chance to correct the inactivity or incorrectness of the company’s bodies or shareholders that control the company. The action is used to assert the claims belonging to the company and not to an individual shareholder. An individual shareholder must, therefore, first try to lodge the action through competent bodies of the company. Lodging of the action by a minority of shareholders usually occurs when a majority of shareholders obstructs the action to be lodged by the company. The starting point for this text was the definition of the phenomenon actio pro socio in company law as an action which allows the minority of shareholders to assert company’s claims deriving from shareholding relationship. The Slovenian Companies Act is predominantly based on the German–Austrian legislative regulation. This resulted in a similar actio pro socio which is why this article also addresses the German regulation of the actio pro socio in companies law. Even though the purpose of the action lodged by a minority of shareholders is to protect the interests of the company and to support effective management of the company, unjustified actions may still occur. The costs of the proceeding are certainly an important factor when deciding to lodge the action. A special chapter is therefore devoted to the costs of the proceeding when lodging the actio pro socio.

Full Text: PDF