Abstract

Effective value-based management of a listed company without knowing the preferences of its majority shareholder or against those preferences is in fact impossible and involves considerable risk from the legal point of view. It is likewise impossible for the management and the supervisory board of a listed company to define its interest without direct contact with its majority shareholder. The postulate of building “Chinese walls” between the management and the supervisory board and the majority shareholder promotes the agency conflict, which the European Union and the United States have been trying to alleviate after the 2008 crisis. Notwithstanding, in business practice it is generally believed that the principles of equal treatment of shareholders of a listed company excludes the possibility of any contact of the management, and in consequence also the supervisory board, with the controlling shareholder. In line with the above, communication with shareholders of a listed company may only be in a formalized form and take place during general meetings and by way of performing information duties imposed on all public companies. The author suggests that reasonable interpretation of the law allows for the possibility of direct communication with shareholder, including the shareholder bearing the major economic risk of decisions made by the management.