Societatea-problemă şi obligaţiile-problemă (ale acţionarilor)

Conf. univ. dr. Flaminia STÂRC-MECLEJAN

Facultatea de Drept, Universitatea de Vest din Timişoara

Centrul pentru Dreptul Afacerilor Timişoara

ABSTRACT

As Armour, Hansmann & Kraakman’s classic Anatomy of Corporate Law attests, limited liability is a powerful "owner shield", in fact, the reverse of "entity shielding" and, together with it, two of the main components of legal personality. The "company shield" protects the company’s assets from the possible claims of the shareholders’ creditors, while the "shareholders’ shield" protects the shareholders’ assets from those of the company’s creditors. Both "defensive weapons" institute a "partitioning" regime whereby the company’s assets become collateral for the company’s creditors, while the shareholders’ personal assets are reserved for the personal creditors.

Given these fundamental characteristics of the company, starting a discussion about the obligations of the shareholders...