Constraining Dominant Shareholders' Self-Dealing: The Legal Framework in France, Germany and Italy

Pierre-Henri Conac, Luca Enriques, Martin Gelter

Publication: Working/Discussion PaperWorking Paper/Preprint


All jurisdictions supply corporations with legal tools to prevent or punish asset diversion by those, whether managers or dominant shareholders, who are in control. As previous research has shown, these rules, doctrines and remedies are far from uniform across jurisdictions, possibly leading to significant differences in the degree of investor protection they provide. Comparative research in this field is wrought with difficulty. It is tempting to compare corporate laws by taking one benchmark jurisdiction, typically the US, and to assess the quality of other corporate law systems depending on how much they replicate some prominent features. We take a different perspective and describe how three major continental European countries (France, Germany, and Italy) regulate dominant shareholders' self-dealing by looking at all the possible rules, doctrines and remedies available there. While the doctrines and remedies reviewed in this article are familiar enough to corporate lawyers and legal scholars from the respective countries, this is less true for many participants in the international discussion, which remains dominated by Anglophone legal scholars and economists. We suggest that some of these doctrines and remedies, namely the German prohibition against concealed distributions, the role of minority shareholders in the prosecution of abus de biens sociaux in France, and nullification suits in all three countries and especially in Germany and Italy, have not received the attention they deserve.
Original languageEnglish
Publication statusPublished - 1 Apr 2007

Publication series

SeriesECGI Law Working Paper

Austrian Classification of Fields of Science and Technology (ÖFOS)

  • 505044 Corporate law
  • 505017 Comparative law

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