Derivative action of joint-stock company’s shareholder and group action: comparative aspects

The subject of this Master’s thesis is a comparative analysis of joint ventures shareholders’ derivative and class action. The study involves the analysis of the actions mentioned above taken as measures to protect the rights and legal interests of shareholders as well as the interaction and separation of these actions. It is based on the legal theory and practice not only in Lithuania but also in foreign countries such as the USA, England and Germany. Although the importance of shareholders’ rights protection is undeniable which guaranties efficient and fair management of the joint venture, however, in practice, considerable lack of judiciary practice and substantial consideration of the relevant problems, leads to difficulties when applying various measures to protect the rights in question in particular situations. Thus, the study presents the comparative analysis of the derivative action and class action. Derivative action is a legal means which when bringing action on behalf of the joint venture can protect not only the shareholders’ interests but also those of the joint venture and it can also prevent the directors from abusing their powers. The study reveals that even though the main features of action are universal for all countries, the differences in legal regulation and traditions are inevitable. This fact can be considered one of the reasons why the role of judiciary measures differs from country to country, e.g. in European countries shareholders tend to protect their violated rights and legal interests taking other legal means than derivative action. In cases when wrongdoer’s acts directly violate the interests of the individual shareholders group, the class action enables them to aggregate their claims and protect their affected individual rights and interests in one court trial. Therefore, this legal means ensures a more effective and economical mechanism of rights protection as well as a better access to justice. However, in various jurisdictions the importance of this legal means is different, i.e. in the USA where classical concept has been established group action is more frequent in practice than in European states, where this legal action is still under development. Both derivative and class actions are measures enabling shareholders to protect their violated interests, however, despite this, these legal institutes should be distinguished. The separation is important both in theory and practice since only in this case can the adequate mechanism of rights protection be ensured and adverse outcomes, resulting from the wrong identification of proper legal means, avoided