The duty of loyalty in companies is based upon the basic obligation of shareholders to cooperate with each other. It is an element of the membership relationship and exists both in partnerships and in companies. The scope (intensity) of the duty of loyalty is determined by the legal character of the membership. Whilst a general partner is obliged to refrain from any acts which are contrary to the interests of the partnership, a minority shareholder of a public company can only in extraordinary circumstances be accused of breaching the duty of loyalty. Until now Polish courts have very rarely qualified the behavior of shareholders or corporate decisions as a breach of loyalty. This article presents the most prominent decisions of Polish courts. The bottom line is that the duty of loyalty constitutes an indispensable instrument in companies. It helps to find the appropriate balance between diverging interests of majority and minority shareholders.
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