Actio pro socio – obrona majątkowych interesów akcjonariuszy przed szkodą wynikłą wskutek zaniechania organów spółki

Actio pro socio claim (derivative suit or derivative action) remains one of the corporate governance instruments, however being rather rarely used due to its nature as an emergency remedy against company’s agencies passivity. Also there are more effective measures and more predictable as to the final outcome than a court suit. One of the most important issues dealing with actio pro socio legal framework and its economic effectiveness deals with so called free rider problem. Current regulations of the claim do not make it an attractive instrument of maintaining shareholders’ interests as shareholder-plaintiff’s situation concerning potential loss-to-gains ratio does not encourage to take any action in favour of the company. However this type of claim cannot be forgotten as a mean of defending shareholders’ interests against interests of other shareholders, agencies or entities.