Mandatory and Default Regulation in the Slovak Commercial Law

Abstract

The aim of this contribution is to provide the reader with an understanding of the concept of mandatory and default regulation within the Slovak commercial law. Private law regulation is in the Slovak Republic quite specific, as the Commercial Code covers not only companies (and cooperatives), but contractual aspects of the commercial law as well, which interferes with the contractual regulation stipulated in the Civil Code and causes duality. The Commercial Code and the Civil Code differently regulates the matter of mandatory and default regulation and therefore we found it crucial to provide the reader, who (most likely) does not have a detailed knowledge about these specificities in the Slovak law, with a more theoretical and descriptive introduction. Such an introduction is crucial in order to understand the following contextual analysis of the issue of mandatory and default regulation in the Slovak commercial law. However, the main aim of this contribution is to tackle the specific angles of the topic, in concrete, a possible judicial interference into the mandatory and default regulation of the commercial law and its impact on this concept. Moreover, the authors address the matter of possible avoidance of mandatory regulation in the commercial law through the contract on the sale of an enterprise and shareholders’ agreements, which are uniquely regulated in the Commercial Code. Moreover, the contribution addresses a hypothesis, that despite the need for simplification of the commercial law, the latest amendments of the Commercial Code goes opposite direction by introducing new mandatory provisions into the code, due to the abuse of a company as a legal form.