| Abstract [eng] |
The master's thesis analyzes the application of the principle of good faith in the relationship between different types of shareholders – controlling and minority shareholders. The aim of the thesis is to determine how the principle of good faith influences the exercise of shareholders' rights and how it can help ensure a balance between their interests. To achieve this goal, the thesis explores the concept of shareholders' rights, discusses the definitions of controlling and minority shareholders as well as the principle of good faith, and examines their interaction and significance in corporate governance. The thesis distinguishes between rights granted to all shareholders, those specifically intended for minority shareholders, and those exercised solely by controlling shareholders. It analyzes how legal protections for minority shareholders – such as cumulative voting and qualified majority requirements – function in practice, and what measures can prevent abuse by controlling shareholders. It also emphasizes that shareholders' rights should be exercised in accordance with their true purpose, rather than being used formally for personal gain at the expense of other shareholders or the company. Additionally, the thesis provides practical guidance for both controlling and minority shareholders on how to exercise their rights in good faith. Controlling shareholders are advised to follow fiduciary duties, ensure proportional profit distribution, increase management transparency, and engage actively with minority shareholders. Minority shareholders are encouraged to use legal protection mechanisms responsibly, cooperate with others, and collect evidence to substantiate claims of bad faith conduct. Finally, the thesis proposes legal regulatory alternatives – from stricter control over related-party transactions to the regulation of indicators of bad faith behavior – in order to enhance legal clarity and improve the effectiveness of minority shareholder protection. |
