DERIVATIVE ACTION: CERTAIN LEGISLATIVE CHANGES AND JUDICIAL PRACTICE UNDER MARTIAL LAW

Abstract

The article examines the institution of derivative
actions in commercial litigation as a mechanism for
corporate control and for the liability of company
officers. The authors conduct a comprehensive
analysis of judicial practice concerning the
application of derivative actions during the period of
martial law in Ukraine in 2022–2024. The study
reviews the regulatory framework, selected scholarly
approaches, key Supreme Court decisions, and
current trends in the development of officers’ liability.
It has been established that martial law in
Ukraine does not fundamentally alter the legal nature
or basic characteristics of the derivative action
recognized by current legislation, nor does it
transform its doctrinal essence or the legal grounds
for holding company officers liable. However, as
confirmed by judicial practice, there is a noticeable
shift of emphasis toward the procedural aspects of
applying the derivative action, as well as an increase
in the number of such claims during wartime. This
phenomenon is evidently attributable to the
strengthening of corporate control over company
officers in crisis economic conditions.
Keywords: derivative action, corporate liability,
damages, company officer, commercial procedure,
judicial practice, martial law, minority shareholders.