Sutartinė bendrovės teorija ir akcininkų interesų pirmenybės principas

ENThe contractual theory of the corporation is a dominant theory within the economic analysis of corporate law. Contractual theory of the corporation explains the contractual origin of the corporation and enabling nature of corporate law norms. In addition, this theory incorporates the economic agency theory and explains the superiority of the shareholders interests in the corporate law, i.e. why company law norms (or "the standard contract") provides and should provide the rules, which first of all ensures the interests of the shareholders. The principle of shareholders primacy is, probably, one of the constantly and mostly discussed issues in the theory of the company law. Contractual theory of the corporation provides several essential arguments, why this principle and accordingly constructed company law is the most efficient model: the "agreement" between shareholders and the company is special, because shareholders are residual claimants; moreover, due to such special investment they cannot draft a complete agreement. In addition, the compliance to normative shareholders primacy principle in the company law ensures efficiency and welfare. Even though shareholders primacy principle is the dominant in the scholarship as well as in the company law; several opposing authors from the field of law and economics questions the principle of shareholders primacy as being the only criteria ensuring the efficiency of the company law. Moreover, these scholars identify certain cases, when deviation from shareholders interests could be justified by the efficiency argument. The arguments of the opposing theories do not essentially refute the principle of the shareholders primacy. However, they supplement the theory with new insights as well as identify exceptions from the general rule and in such way provide more precise explanation of the relationship and conflicts of interests occurring in the company. [From the publication]