Ansvarsgenombrott - En rättsekonomisk analys av ett inskränkt aktieägaransvar
Sammanfattning: The limited liability company is a cornerstone within a functional modern economy. Its popularity can be deducted from the limited financial risk that the shareholder takes, since only start-up capital and other contributed funds, as a general rule, can be lost. As a consequence, shareholders are not forced by law to answer personally for the obligations of the company. In order to remedy the excessive risk-taking, which the company’s creditors are affected by, the Swedish Companies Act offers rules of liability for the creditor. However, the protection for the creditors does not always provide solid protection. For this reason, the court has repeatedly held shareholders accountable for the company’s debts, despite statutory grounds. This phenomenon is called piercing the corporate veil. The previous debate regarding this subject has primarily focused on determining on which grounds a principle of piercing the corporate veil can be actualized and further, the legal uncertainty aspect that raises when the court acts outside the framework of the power-sharing teaching. Instead, the following thesis intends to shed light on whether or not the principle, as a complement to the rules of liability, is economically justified. The issue is of relevance since the shareholders limited liability contributes to several socio-economic benefits. A deviation from the stipulated main rule should, therefore, be approached with caution and closer analysis. Additionally, the legal field has been examined with the use of a dogmatic legal methodology. Furthermore, a legal analytical methodology has been used in order to highlight the economic reasoning and theory behind the limited liability company. Consequently, the law and economic analysis have resulted in the conclusion that a piercing of the corporate veil is an economically justified element of case law, even though it results in a disregarding of the benefits of limited liability. This is motivated by the necessity of a reduced risk-taking method in those events where the shareholder has misbehaved at the cost of an involuntary creditor.
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