| Abstract [eng] |
The thesis analyses the peculiarities of the civil liability of management company to investors and assesses the ways in which investors could bring civil liability claims against the management company for acts that are detrimental to the interests of all investors. The first and second parts of this thesis show that the collective investment undertaking constitutes the link between the management company and the investors, which gives rise to a legal relationship between these entities. It is established that, in case of an investment company, the investors acquire status of participants in a legal person; whereas, in case of investment fund, although the collective investment undertaking does not have the status of a legal person, regulation of investment funds establishes a specific regime whereunder investors directly own the units of the fund and the assets of the investment fund are owned indirectly. The assessment of the main peculiarities of the conditions for the civil liability of the management company, which is carried out in the third part of this work, shows that the management company's unlawful acts in the performance of investment management and administration functions should be linked to a breach of its fiduciary duties and that the damage suffered by investors is indirect in character. By contrast, the management company's unlawful acts in the performance of marketing function should be attributed to breach of information duties, which results in individual and direct damage to investors. The fourth part of this paper assesses the possibility for investors to bring an action against the management company for breaches that are generally prejudicial to the interests of investors and concludes that, in the case of both the investment company and the investment fund, such an action should be pursued by means of a derivative action. The exception is the limited partnership, the regulation of which does not provide investors with such a possibility. |
