Bolagsledningens lojalitetsplikt gentemot aktieägare
The fact that a duty of loyalty within the Swedish company law exists should be regarded as indisputable according to the Swedish doctrine, but its content and scope is however more severe identified. As the duty of loyalty is not regulated in the ABL and the fact that there are not many precedents in this area, means that it is difficult to know the boundaries of the company management´s duty of loyalty. It is also unclear whether the company management´s duty of loyalty to the company also is targeting the shareholders. It is this issue that we intend to discuss in the final chapter of this thesis. In order to answer our questions, we will in chapter two to six give an account of the foundation of the duty of loyalty and thereafter describe the management's duty of loyalty to the company. With these elements as background we will in the final chapter try to answer our problem. Through analysis, we have concluded that the company management's duty of loyalty to some extent is directed towards shareholders. Shareholders with a stake of at least one tenth of all the company's shares should have the same protection from the duty of loyalty as the company while minority shareholders with less than one tenth only should be protected by the duty of loyalty when it appears in the ABL, the Annual Accounts Act, or the articles of association. The present situation is that the duty of loyalty within the company law is not explicitly regulated in the words of the ABL, whereby compensation for infringement of the same can only be paid in cases where the duty of loyalty is implicit, like for example the general clause in 8 chapter 41 § ABL.