Constitutional Court Decision U-I-151/24: Key Implications for Corporate Lawyers in Slovenia
The Constitutional Court’s decision of March 20, 2025, in case U-I-151/24 has reshaped shareholder rights in insolvency proceedings, presenting new challenges and opportunities for corporate lawyers in Slovenia. The ruling invalidates provisions of Slovenia’s Financial Operations and Insolvency Proceedings Act (ZFPPIPP) and underscores the constitutional right to legal remedies under Article 25 of the Constitution. This article analyzes the decision’s critical takeaways and their implications for legal practice.
Why Corporate Lawyers Should Understand Decision U-I-151/24
The Constitutional Court ruled that Article 234(3) and (4) of ZFPPIPP violated shareholders’ constitutional rights by denying them the ability to appeal bankruptcy initiation rulings when the debtor itself files for insolvency. Previously, shareholders of limited liability companies (d.o.o.) were barred from challenging such decisions, even if insolvency claims were unsubstantiated. The Court emphasized that this exclusion disproportionately infringed on shareholders’ property and procedural rights.
Key Changes:
- Shareholders now retain appeal rights against bankruptcy initiation decisions.
- Courts must formally notify all shareholders of bankruptcy rulings.
- Parliament has one year to amend ZFPPIPP to align with constitutional standards.
The Role of Corporate Lawyers in Slovenia in Protecting Shareholder Rights
A corporate lawyer in Slovenia can play a pivotal role in navigating post-decision challenges. The Court highlighted that bankruptcy initiation erases shareholders’ managerial and property rights, leaving only residual claims on liquidation proceeds. Attorneys must now:
- Scrutinize bankruptcy petitions for evidence of insolvency.
- File appeals within 15 days of receiving court decisions.
- Ensure procedural transparency by demanding timely shareholder notifications.
“Complete exclusion of appeals constitutes a disproportionate intrusion into constitutional rights,” the Court stated in its reasoning[1].
Preparing for Legislative Reforms: Guidance for Corporate Lawyers in Slovenia
Until ZFPPIPP is amended (by April 11, 2026), transitional rules apply. Corporate lawyers in Slovenia should:
- Educate clients on new appeal mechanisms and procedural timelines.
- Revise corporate agreements to prevent abuse of bankruptcy petitions.
- Monitor case law interpreting the revised application of Article 234.
Risks of Inaction:
- Premature company dissolution from unchallenged bankruptcy rulings.
- Loss of asset control due to expedited liquidation.
- Inability to dispute unverified insolvency claims.
Conclusion: Why Collaboration with a Corporate Lawyer is Essential
Decision U-I-151/24 reaffirms that a corporate lawyer is not merely an advisor but a critical defender of shareholder rights. The ruling mandates proactive legal strategies to counterbalance insolvency proceedings’ irreversible consequences. As legislative reforms unfold, attorneys will play a central role in ensuring compliance, safeguarding assets, and leveraging judicial remedies. For tailored guidance on navigating these changes, consult our team of corporate law experts.
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