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When a company is emptied of its assets and left as a shell, the law asks who owns the shares. This book asks: who controls the company?
Across many jurisdictions, piercing the corporate veil fixes liability on the registered shareholder, while the person who truly directs the company, hidden behind nominees and trust arrangements, escapes. The study contrasts the strict, fault-based German model under § 826 BGB with Croatia's objective, abuse-of-rights approach, and situates the fragmented practice of Bosnia and Herzegovina between them.
The central argument is that the remedy is not to lower the threshold for piercing, but to correct its aim. Drawing on the control-based logic of criminal law and the beneficial-ownership standard the author shows how liability can reach the concealed controller while limited liability remains intact and piercing stays exceptional. A comparative, reform-oriented contribution to company law in the European accession context.
Lejla Hasanović is a Teaching Assistant in Commercial and Company Law at the University of Sarajevo, Faculty of Law, where she also completed her law degree (2009) and LL.M. (2021). She passed the Judicial Examination in 2012 and the Bar Examination in 2023, and holds an MSc in International Public Policy from University College London (2015). She earned her PhD from the Faculty of Law of Heinrich Heine University Düsseldorf.
Her work has been supported by international fellowships: she was a Chevening Scholar at UCL, a Fulbright Scholar at the Washington College of Law, and an Open Society Institute Scholar at the University of Montana, and held a research fellowship at the Max Planck Institute for Comparative and International Private Law in Hamburg.
She has been a visiting lecturer at the Universities of Siena, Milano-Bicocca, and Split. Her research focuses on company law, corporate governance, arbitration, and European commercial and company law, and she is the author of numerous publications in national and international journals and edited volumes.
| Publication Date: | 12 March 2027 |
| Publisher: | Springer Fachmedien Wiesbaden |
| Imprint: | Springer |
| ISBN-13: | 9783658529864 |
| Format: | Paperback softback |