Abstract

The article provides a preliminary comparative analysis of selected problems relating to shareholders’ private law rights to information under the Polish and German laws. The scope of shareholder’s right to information is not perfect in either system because neither system differentiates those rights with a view to the specificity of private law regulations concerning the capital market. The article supports the proposals aimed at the approximation of shareholders’ information rights in non-public companies and the information and control rights of partners in limited liability, which are currently prohibited in Poland owing to the principle of formal strictness of the articles of association. The article proposes a comprehensive reform of the provisions of Art 428.6 and 428.7 of the Polish Commercial Companies Code, which govern the consequences of disclosing information to a shareholder outside of the general meeting, especially as regards public companies, since the literal interpretation of the current wording of these provisions finds no axiological substantiation and introduces the principle of formal equality of all shareholders as regards the right to information without taking into account different circumstances (referred to in Art. 20 of the Commercial Companies Code) and the business roles the shareholders may play in relation to the company.