The case for the unlawful exercise of corporate
rights
The question as to what extent lawful and legitimate acts can be
performed even if it is solely aimed at damaging a third party has
remained as an unresolved issue. For instance, civil law
jurisdictions provide the answer to such question by supporting the
view that a conduct solely aimed at damaging or disturbing a
neighbour should be regarded as unlawful. This constitutes one of
the few cases where personal motivation, which is normally left out
of the picture when it comes to evaluating the lawfulness of a
conduct or of an agreement, that may have a relevant influence in
the application of civil law.
As far as the corporate law is concerned, the relevant
question is whether the majority shareholder can lawfully exercise
its corporate rights when the exercise of such rights causes
prejudice to the minority shareholders. Case law and legal
jurisprudence alike have established the realm of limitations to
the
