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THE "SHADOW DIRECTOR" - THE SHADOW LEADER IN HUNGARIAN LEGAL PRACTICE
Regulatory gap in company law, and solutions and principles in judicial cases, de lege ferenda
József BARSI
Indeed, 'who' is the shadow director? Is he or she a natural person or a legal person? What are his/her characteristics, what are the characteristics of their
activity? The answer and the definition of the concept have not been found in company law in the past, but it is missing from the company legislation incorporated
in the Civil Code now, in 2020. This name could be imported and used from the Anglo-Saxon jurisdiction even before a new liability rule appeared in Hungarian
insolvency law and entered into force on 1 July 2006. This made it possible to determine the compensation liability of the shadow director for the benefit of
creditors, of the entities in liquidation, in certain circumstances. After reviewing the Hungarian legislation, it is therefore worth taking a look at the laws
and case law of the Ireland, United Kingdom and Australia, without the need for completeness, and, in this context the emerging Hungarian precedent system, also
in the light of the new legal institution of the 'limited precedent effect'. It is then possible to draw some conclusions as to what the Hungarian legislature
could consider in relation to the drafting of new rules for the law to be taken.
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