Recodification of Corporate Law in Slovakia

Abstract

The aim of this paper is to present the current discussions on the recodification of the Slovak corporate law, in relation to the already approved legislative intent of the Act on Corporations and the state of the debate on the draft recodification of the Civil Code.
The basis of the Slovak corporate law is the original legislation from 1991. After 30 years, the situation is fundamentally different and the corporate law must reflect the social and economic situation, provide for as free as possible framework for pursuing business and tackle the most frequents issues and conflict of interests related to companies.
The new legal regulation shall follow several determinants. Firstly, corporate law is part of the private law and must follow the principle of private autonomy. Secondly, the prevalence of limited liability companies determines the focus of regulation. Thirdly, the regulation shall include a comprehensive and consistent regulation on protection of corporate assets, fiduciary duties of corporate bodies and the regulation on group of companies. Moreover, the corporate law may meet the expectations only with high quality case-law practice reflecting the development of the business environment. Therefore, alongside recodification, the specialisation of courts must be an essential part of creating a new framework for corporate law. Specialisation of courts and judges in this area of law is foreseen in the reform plan rendering changes to the judicial map of the Slovak Republic.