The Principle of Equality and the Duties of a Partner
The Entrepreneurship Code shapes the ethical foundation of enterprise relations: a partner, in exercising his or her rights, must take into account the lawful interests and rights of the enterprise and of the other partners. In equal conditions partners have equal rights and duties, and a derogation from this principle is allowed only where it is directly provided for by law or the charter and is necessary in the interests of the enterprise. The charter may determine shares and differing rights and duties independently of the partners' contributions. The logic of oppression claims begins here: where one party uses its position to the detriment of the others, this balance is violated and the law gives the injured party instruments of protection.
The Abuse of a Dominant Position
A separate article of the Code concerns precisely the violation of this balance. Where the dominant shareholder of a joint stock company has deliberately used its dominant position to the detriment of the company, it must compensate the damage caused. A dominant shareholder is a shareholder, or group acting together, with the practical possibility of decisively influencing the result of the vote at the general meeting. This shareholder or group is obliged, in addition to the damage caused to the company, to compensate also the damage caused to a shareholder, except for the damage that befell the shareholder as a consequence of the damage caused to the company, including through the decrease in the value of his or her shares. A person who deliberately used its power against the company and influenced a member of its governing organ to commit a harmful action is likewise liable; the member of the governing organ who failed to perform a duty answers jointly with such a person, and the approval of the action by the supervisory council or the governing organ does not release the member from the obligation to compensate. A person who received profit as a result of the damaging action and deliberately exerted influence answers jointly as well. Notably, a leading person is not obliged to compensate damage where his or her action was based on a decision of the general meeting adopted in accordance with the law, while the obligation to compensate damage to a creditor is not voided by the company's refusal of the respective claims or by a reference to the decision of the meeting.