Comparative analysis of equal treatment of shareholders in legal systems: assessment of its status as a general principle of company law, No S-PD-24-166
Project No S-PD-24-166
Project name: “Comparative analysis of equal treatment of shareholders in legal systems: assessment of its status as a general principle of company law”
Project duration: from 2024-10-01 to 2026-09-30
Internship supervisor: Prof. Dr. Virginijus Bitė
Trainee: dr. Pawel Mazur
Summary: The project aims to determine if the principle of equal treatment of shareholders (the Principle of Equal Treatment) is a general principle of corporate law. General principles of law are overarching standards guiding law interpretation and gap-filling. If recognized as a general principle of corporate law, the Principle of Equal Treatment would influence discussions on the limits of contractual freedom in company law and serve as a point of reference for legislators. The main hypothesis posits that the Principle of Equal Treatment is not a general principle of corporate law. Shareholder protection against unfair discrimination is satisfactorily addressed by general principles of good faith and fiduciary duties. As the binding force of general principles of law derives from their universal acceptance, analyzing how the prohibition of unfair discrimination between shareholders differs across jurisdictions is essential. The project will compare legal frameworks from countries with codified equal treatment obligations (Germany, Austria, Netherlands, Switzerland, Poland, Italy) and those without (France, UK, USA, and Lithuania). In Lithuania, the Principle of Equal Treatment has not been codified and is rarely referenced in jurisprudence and academic debate (unlike in many European jurisdictions). The Lithuanian Supreme Court aligns shareholder equality with principles of good faith and reasonableness, as well as the prohibition of abuse of law. If the hypothesis holds true, such an approach to preventing unfair differentiation between shareholders should be deemed optimal. The comparative analysis will assess whether the Lithuanian approach offers a comparable level of protection against discrimination of shareholders to that in countries where the Principle of Equal Treatment is codified and deemed a fundamental element of company law. It will also help to identify the limits of protection of shareholders against unequal treatment in both public and private corporations.
The project is funded by the Lithuanian Research Council under the postdoctoral fellowship programme.