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The Corporate and Derivative Action against the Board
of Directors in Public Companies Limited by Shares
Panagiotis K. Panagiotou
Abstract: This monograph deals with significant issues pertaining to the corporate
and derivative compensative actions in the Public limited companies (large and
small Public, listed / quoted on a Stock Exchange, insolvent and affiliated corpora-
tions) brought against members of the Board due to their exercise of bad manage-
ment of corporate assets. Corporate action is incapable of dealing with the matters
of indirect losses to the company, the shareholders and the creditors. In derivative
action there are discrepancies in its implementation owing to, on the one hand,
the lack of complete legislative regulation in the law of Public limited companies
and, on the other hand, to the difficulties caused by legislation with the doctrine
of legal personality which thwarts the legalization of the shareholder to restore the
indirect loss. This research shows that the doctrine of the legal entity and the strict
reliance of corporate action on it, cannot always be accepted. The replacement of
the corporate management with the individual action of the shareholder for the
restoration of corporate compensation claims and control of the Board of directors
together with an agreement of protective effect for third parties, become necessary
especially when the directing board stands apathetic in the pursuit of corporate ac-
tion because of conflicting interests. This monograph is a significant contribution
to the matter regarding the implementation of derivative action of shareholders in
the current applicable Greek legislation of the Public limited companies by shares.
ISBN 978-960-562-640-2
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