Description

The oppression remedy is the all-encompassing shareholder remedy in Common Law countries, granting standing to sue to shareholders, debtholders and other complainants for apparently oppressive, unfair conduct, in particular by majority shareholders. In Civil Law countries, a combination of statutory shareholder actions, fiduciary duties of majority shareholders, a general abuse of rights doctrine, and tort law / law of delict serves a similar function to protect against over-stepping conduct of majority shareholders.

In two presentations Prof. Zetzsche and Prof. Sinnig from the University of Luxembourg discuss the oppression remedy / abuse of rights doctrine from a comparative company law perspective,

The first presentation “A Comparative View on the Majority’s Oppression and Abuse of Rights” delineates the scope of the legal instruments governing oppression / abuse cases: corporate law instruments apply to direct shareholder relationships, while abuse of rights and general tort law are meaningful in corporate groups and non-shareholder settings. Besides defining which conduct is abusive, defining the damage to be compensated poses a major challenge in all abuse / oppression cases as long as the company is a going concern.

The second presentation “Abuse and Oppressive Conduct by Majority Shareholders: lessons from Luxembourg, Belgium and France” discusses the statutory and case law on shareholder actions and argues that Luxembourg and Belgian courts apply a restrictive approach to abuse claims. Directors’ liability compensates for the restrictive approach to abuse claims in these jurisdictions.