Direct harm due to de facto expulsion: Article 241 of the Companies Act (Supreme Court Judgment, First Chamber, 22 October 2025)

This paper analyses the subject matter scope of application of a ‘director liability to shareholder claim’ (claim for payment of damages filed by a shareholder against a company director). Although, as a general rule, shareholders cannot claim compensation for the harm caused to their share in a company’s estate, compensation for de facto expulsions or harm to liquidating dividends may be awarded through a director liability to shareholder claim.

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