Joint stock companies. Action for annulment of the resolution of the ordinary general meeting of shareholders. Unproven majority abuse

DREPTUL AFACERILOR

Abstract

Issues regarding the opportunity of adopting the resolutions of the general meeting of shareholders presented as negative, immoral issues in the conduct of the company activity, actually represent true management acts protected by the legislator precisely by the manner in which the procedure for annulment of the resolutions of the general meetings is regulated (a decision-making deliberative body within the company). In relation to the contents of the regulation, the annulment of a resolution of the general meeting represents an exception in the activity of a company, which may operate exclusively for issues aiming at the unlawfulness, and not at the opportunity items or at simple complaints of the minority shareholders and which voted against certain resolutions adopted by a majority of the votes cast.