| 摘 要： | In the last decades, the number of corporate failures has been witnessed. As a rule, all the responsibility was laid on corporate officers and directors, while no one took into consideration possible breaches, committed by the shareholders. However, exactly such shareholders＇ conduct played a substantive role in many critical situations, since every essential decision regarding the company＇s rehabilitation is ultimately in their hands, through their right to vote on the general meeting. Moreover, the only shareholders＇ duty standing vis-a-vis such an immense power is their capital subscription. As a result, corporations are saturated with irresponsible shareholders that, in critical times for the company, ruthlessly follow only their own interest, largely ignoring preferences and benefits of other shareholders and, more importantly, the needs of the company itself. Consequently, the topic of this paper is to draw attention to the development of shareholders＇ duties and their responsibility to uphold rehabilitation measures, which stems from the duty of loyalty towards the company and fellow shareholders. The main research question was whether the shareholders have any obligation to the company after the establishment and how can such a liability for them be developed. The paper is based mainly on the German and Dutch legal theory and case law （comparative-law method）, since both jurisdictions have already made a big step towards full acknowledgment of duty of loyalty. Even more, in special circumstances German legal practice recognizes also the duty to vote positively （positive Stimmpflicht）. Eventually, the paper in short presents practical applicability of the findings. After such an analysis, our idea was to suggest a new corporate institute for adoption into Slovenian Company Law.
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