De aktiebolagsrättsliga generalklausulerna - En analys

Detta är en Kandidat-uppsats från Lunds universitet/Institutionen för handelsrätt

Sammanfattning: The main purpose of this thesis has been to examine the meaning of the general clauses in 7:47 and 8:41 1st sentence of the Swedish company act. To fulfil this purpose, focus has been aimed at investigating what constitutes an unfair advantage according to the general clauses, to see whether an economically correct or justifiable measure can be seen as unfair, as well as seeing whether the general clauses can be seen as a complement to the principle of equality. The method used to answer the purpose and questions has been a study of law, preparatory work, practice and doctrine. The main material that has been used has consisted of preparatory work of the Swedish company act, relevant praxis regarding the general clauses and doctrine from influential authors in Swedish company law. The study shows that what constitutes an unfair advantage varies from case to case, depending on different circumstances. An unfair advantage could also be seen as acceptable if the concerned measure is regarded as economically correct or justifiable. The general clauses can furthermore be seen as a complement to the principle of equality, where they serve as en extra protection regarding those kind of decisions that the principle of equality does not embrace and that are devoted to giving unfair advantages to share holders or others, that are a disadvantage to the company or an other share holder.

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