Ansvarsfrihet och minoritetsskydd – en rättshistorisk tillbakablick del II

The * Den följande framställningen utgör en fortsättning på en tidigare publicerad rättshistorisk undersökning avseende ansvarsfrihet och minoritetsskydd i svensk aktiebolagsrätt fram till 1900-talets början. Se Bratt., S. (2024), Ansvarsfrihet och minoritetsskydd – en rättshistorisk tillbakablick, i Lidman m.fl. (red.), Festskrift till Svante Johansson, Stockholm, s. 47–69. company law rules on discharge from liability have been debated in recent years. The debate has centred, among other things, on the potential abuse of rules protecting minority shareholders in connection with discharge decisions. The consequence of granting discharge is that, as a general rule, an action for damages cannot be brought by the company against the persons concerned. According to current law, the question of discharge from liability to the company of the board members and the managing director is a mandatory item at the annual general meeting in Swedish and Finnish law, but this is not the case in Danish and Norwegian law. This paper examines the development of the concept of discharge in Sweden, Denmark, Norway and Finland from the turn of the 20^th century to the end of the 1970s, when the Nordic legislative co-operation reached its peak. The concept of discharge from liability (or décharge) has existed in all the Nordic countries and has been regulated at least indirectly in statutory provisions. Although Nordic company law was not created through formal legislative co-operation – at least not initially – it has long been characterised by considerable legal similarity. However, as this article will show, small deviations can gradually lead to more fundamental differences and the following highlights how certain choices made in the past can be difficult to reverse.