期刊名称：Collected Papers of the Law Faculty of the University of Rijeka
印刷版ISSN：1330-349X
电子版ISSN：1846-8314
出版年度：2013
卷号：34
期号：2
页码：785-815
语种：Croatian
出版社：Pravni fakultet Sveučilišta u Rijeci
摘要：The aim of this article is to research whether, during exercising governing rights, especially - a right to vote on General Meeting of Shareholders, shareholders are obliged to act (to vote) in the best interest of the company as a whole, or they are allowed to act in their personal interest. To answer the aforesaid question, it must be detected whether duty of shareholders' loyalty is prescribed under the Croatian Law and consequently, if the answer is positive, which obligations may be derived from a respective duty. The (alleged) shareholders' duty of loyalty is compared with similar duties provided by Anglo-Saxon Law Systems – such as: duty of care, due diligence, good faith etc., from which (according to legal theoreticians and some practitioners) a shareholders' duty of loyalty may be inferred. Finally, (possible) legal consequences provoked by breach of shareholders' loyalty duty, such as: a duty to compensate incurred damages and a right to impugn a decision taken on General Meeting of Shareholders, are going to be examined.
关键词：shareholdrs' duty of loyalty; shareholders' governing rights; interest of the company as a whole vs. shareholder's personal interest
