PhD defence
Shareholder Claims for Reflective Loss in Company Law and International Investment Law
- T. Gulu Zada
- Date
- Thursday 26 March 2026
- Time
- Address
-
Academy Building
Rapenburg 73
2311 GJ Leiden
Supervisor(s)
Summary
This dissertation examines shareholder claims for reflective loss (SRL) in company law and international investment law, two legal regimes that adopt different approaches. Reflective loss arises when shareholders suffer economic harm as a consequence of a direct loss to the company, resulting in a reduction in share value.
Under company law, the no reflective loss rule generally bars shareholders from bringing direct claims for reflective loss, reserving recovery to the company. In contrast, international investment law commonly permits investor-shareholders to bring direct claims for reflective loss, a position consistently upheld by investment arbitral tribunals in investor–state dispute settlement (ISDS).
The research adopts a doctrinal and comparative methodology, drawing on national case law, national law rules, investment treaties and arbitral practice. It allows to reveal that the interaction of two regimes on SRL may generate significant procedural concerns such as double recovery, double duties (jeopardy) for the same wrongdoing, and prejudice to creditors and other shareholders causing broader social, economic, and legal implications for corporate accountability, consistency in dispute settlement mechanisms, and confidence in national legal systems and international investment law.
To this end, the dissertation makes practical suggestions which include expressly i) permitting investor-shareholders to bring direct SRL claims in international investment law without excluding company recovery mechanisms; ii) improving or introducing derivative claim rules in national laws; iii) enhancing judicial and arbitral powers to reveal and address procedural concerns; and iv) developing a modified res judicata–type rule to prevent repetitive claims for the same loss.
The originality of the suggestions lies in their formulation of practical, system-sensitive solutions that can be adopted by legislators and treaty drafters and applied by courts and arbitral tribunals. Together, these suggestions seek to balance investor protection with fairness, legal coherence, and the protection of all stakeholders.
PhD dissertations
Approximately one week after the defence, PhD dissertations by Leiden PhD students are available digitally through the Leiden Repository, that offers free access to these PhD dissertations. Please note that in some cases a dissertation may be under embargo temporarily and access to its full-text version will only be granted later.
Press enquiries (journalists only)
+31 (0)71 527 1521
nieuws@leidenuniv.nl
General information
Beadle's Office
pedel@bb.leidenuniv.nl
+31 71 527 7211