THE PROTECTION OF THE CONTROLLED COMPANY - RECENT JUDGEMENTS OF THE SUPREME COURT OF THE REPUBLIC OF SLOVENIA

The article deals with a few court cases in which the shareholders violated the prohibition on the return of the contribution. This ban ensures the maintenance of the share capital in a company with share capital, which is primarily intended to protect the creditors of the company. Namely, the share capital has primarily developed with the aim of providing alternative creditor protection in companies with share capital, in which shareholders are not liable for the obligations of these companies with their assets. If shareholders do not comply with the rules laid down by the legislator in order to maintain the share capital and unjustified benefits (which can be isolated and evaluated) are paid to them out of the assets of the company, these benefits must be returned to the company. In some recent cases with affiliated companies, the Slovenian Supreme Court recognized the violation of the prohibition on returning contributions. The consequences of such practices also apply to involved third parties (for example, to banks that accept the insurance provided by the subsidiary company to insure the claim against the parent company), if they knew for the violation of the prohibition of returning contributions.