Företagsstyrning : Styrinstrument och ansvarsföljder i ett aktiebolagsrättsligt perspektiv
Sammanfattning: This thesis examines the company law fundations of central themes of corporate governance, namely the power of shareholders or others to direct corporate policy and the duties and liabilities on the part of directors, or those directing the company in respect such directions. The shareholders’ power to direct corporate matters is executed on the meeting of shareholders, regardless of whether conducted formally as a meeting or per capsulam. Outside such formal deci-sion-making no directional powers exist in law. If legally conducted, the directors are under an obli-gation to conform to directions from the shareholders. However, such duties to conform are limited in that legaly binding directions may not be contrary to the companies act, applicable regulations as to annual reports, the devision of competence between corporate organs in a broader sense, or contrary to the best interests of the company.If directions are not complied with or if illegal directions are complied with, the directors might be in breach of duty in relation to the company, and might, thus, be liable for any loss therefore in-curred. Furthermore, if illegal directions are issued, liability migth be imposed on those issuing the directions. Liability in such circumstances might be imposed not only on directors de jure, but also on directors de facto or shadow directors.Subsequently, valid law is evaluated in the light of the societal purposes with company law. It is concluded that company law as a matter of principle is to be considered as economically efficient and, therefore, purposeful. However, certain restatements or adjustments to valid law might be beneficial to enhance purposefulness.
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