Proposals for a functioning and truly protective derivative action

Zouridakis, Georgios

doi:10.4324/9780429293344-5

Cited by 1 publication

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“…Those are merely an 'entrusted litigation group' and oppression remedies serve this purpose anyway. 134 Thus, contrary to the approach taken by the UK CA 2006, we submit that there is no need for the Cypriot statute to include claimant-focused factors within the set of conditions for permission to be given. For instance, good faith 135 of the derivative claimant does not necessarily mean that bringing the claim is in the company's best interests, whilst it is not inconceivable that a claim brought in bad faith (that is to say, a claim brought to serve ulterior motives) might actually benefit the company, if successful.…”

Section: τHe Prospect Of a Statutory Reformmentioning

confidence: 86%

A comparative analysis of derivative action in Cypriot company law: Comparison with English company law and the prospect of statutory reform

Zouridakis

Papadopoulos

2022

Maastricht Journal of European and Comparative Law

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This article provides a comparative analysis of derivative action in Cypriot company law and submits some proposals for statutory reform on the basis of English company law. The derivative action in Cyprus company law is based on common law and is not codified into the text of Cyprus Companies Law-Chapter 113. Regarding the derivative action, the Courts of Cyprus refer to pre-1960 English cases as authorities. However, as this article explains, Cypriot Courts have not followed all developments with regard to the derivative action in English company law, despite the original and elaborated solutions given to many difficult issues by English cases and the statutory derivative claim under the English Companies Act 2006, which replaced the old ‘exceptions to the rule in Foss v. Harbottle’ regime. In fact, quite a few issues related to the remedy are yet to be considered by Cypriot law; case law is scarce and uncertainty looms over (potential) derivative claimants. Taking into account the origin of Cypriot company law from English company law, the jurisprudential and legislative evolution of the derivative action in English company law constitutes a fertile ground for the modernization of derivative action in Cypriot company law. It is therefore hereby submitted that the Cypriot Courts and the Cypriot legislator seek insight from the rich experiences and the multi-faceted evolution of the English law on derivative action, in an effort to address existing problems and establish a modern and functioning framework.

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Section: τHe Prospect Of a Statutory Reformmentioning

confidence: 86%