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Corporation as a legal person: theoretical basis and practical implications. Smolenice, April 1st - 3rd 2014. Conference report

Corporation as a legal person: theoretical basis and practical implications. Smolenice, April 1st - 3rd 2014. Conference report
PhD Students, UPJŠ Košice
PhD Students, UPJŠ Košice
The international conference Corporation as a legal person: theoretical basis and practical implications held on April 1st - 3rd 2014 at the Congress Centre in Smolenice was organized by Pavol Jozef Šafárik University in Košice, the Institute of State and Law of the Slovak Academy of Sciences and the Institute of State and Law of the Czech Academy of Sciences. During the three-day event, high-profile speakers from Germany, the Czech Republic and Slovakia presented inspiring contributions. The opening speech delivered by assoc. prof. JUDr. Bohumil Havel, Ph.D., was followed by assoc. prof. JUDr. Ján Husár, CSc., and JUDr. Jozef Vozár, CSc., who welcomed participants and emphasized the importance of a long-term cooperation between the Pavol Jozef Šafárik University in Košice and the Slovak Academy of Sciences.
Prof. JUDr.
Stanislava Černá,
PhD., (Charles University, Prague) opened the plenary session with the contribution on
Proprietary independence of a corporation and selected aspects of creditors´ protection.
Attention was paid to the legal autonomy and economic functions of corporations. Moreover the protection of creditors was discussed from the wider perspective and various theoretical approaches. It was pointed out that management board shall have a duty to take into account the interests of creditors and perform the balance sheet test and the test of solvency. She opened the issue whether the resolution of the management board on distribution of corporate profits constitutes a claim against the company, when the company fails to comply with the balance sheet test.
The following speaker prof. JUDr.
Karel Marek,
CSc., (Sting Academy, Brno) brought up several ideas on the liability of management board when breach of duty of care occurs. He mainly focused on the performance of the management body while distributing profits based on the resolution of the general assembly with neither indication nor specific method of distribution. The Supreme Court of the Czech Republic has lately clarified the interpretation of the existing legal rule requiring the general meeting to determine at least the method of distribution within its resolution.
Ľubica Gregová Širicová
(PavolJozef Šafárik University in Košice) opened a part devoted to the issue of
Actio pro socio
from the perspective of Private international law
. The speaker dealt with legal rules applicable to claims for reflective loss with a foreign element. The problem was analyzed from the perspective of substantive as well as procedural law. In the concluding part the author presented statement that the applicability of Rome I and Rome II Regulation lies upon accurate classification of liability claims as contractual or not and their characterization as an ordinary or specific category of claims.
The next speaker Mgr.
Radek Ruban
(Masaryk University in Brno) presented the contribution on
subsidiary nature of derivative actions
. The author analyzed a hypothetical model of direct shareholder's lawsuit against management body of joint stock companies through procedural representation, where shareholder were acting as an agent of a company. The idea is based on the concept that the right to compensation belongs to the company, but an evident conflict of interests between management body (who is acting on behalf of the company) and shareholders empowers the supervisory board to bring a derivative action. Advantages of the presented solution consist in reduction of information asymmetry of shareholder
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