Corporate Legal Dogmatics on the Revocation of Share Donation Due to Breach of the Duty of Loyalty

The article is devoted to the research of the institution of revocation of share donation and, mainly based on the interrelationship of German civil and corporate law, proposes a dogmatics intended for use in the development of a uniform Georgian judicial law on the issue.

Failure to use corporate legal specifi cs and legal dogmatics in the cancellation of the share donation agreement, which is the direction taken in the latest Georgian judicial practice, may lead to outcomes detrimental to corporate governance and business development. The management of any entrepreneurial entity and, especially, capital-type corporation essentially depends on how the partner will enjoy the rights derived from his share and what influence he will be able to have on making corporate decisions. Of course, it is the general legal duty of the company partner, under both private and corporate law, to exercise the rights arising from the membership in good faith, for the benefi t of the common public interest, to reject any individual mercantile intentions and ensure the company’s management process with a high standard of duty of loyalty. In violation of this standard, the partner may be held individually liable in case of damage to the enterprise, which is considered a kind of neutralizing deterrent against the violation of the duty of corporate loyalty.

Establishing such a uniform judicial practice of cancelling the share donation agreement, without considering the specifics of corporate law, threatens to severely constrain the realization and implementation of the rights arising from the share itself, which is not allowed in corporate law.