Practical aspects regarding the claim for the annulment of the resolutions of the general meeting of shareholders, from a substantial and procedural perspective

Author:Roxana - Mihaela Catea
Position:PhD Candidate, Faculty of Law, 'Nicolae Titulescu' University of Bucharest (e-mail: roxana.catea@yahoo.com).
Pages:15-24
SUMMARY

The purpose of this paper is to provide a brief analysis of the legal framework regarding the procedural and substantial dispositions governing the claim for the annulment of the resolutions of the general meeting of shareholders. The main objective is to render a practical tool both to stakeholders and third parties who are interested in the legal means available for blocking the implementation... (see full summary)

 
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LESIJ NO. XXIV, VOL. 2/2017
PRACTICAL ASPECTS REGARDING THE CLAIM FOR THE
ANNULMENT OF THE RESOLUTIONS OF THE GENERAL
MEETING OF SHAREHOLDERS, FROM A SUBSTANTIAL AND
PROCEDURAL PERSPECTIVE
Roxana - Mihaela CATEA
Abstract
The purpose of this paper is to provide a brief analysis of the legal framework regarding the
procedural and substantial dispositions governing the claim for the annulment of the resolutions of the
general meeting of shareholders. The main objective is to render a practical tool both to stakeholders
and third parties who are interested in the legal means available for blocking the implementation of
any measures which are contrary to the company’s interest.
Further to the amendments brought through the New Civil Procedural Code, the claim for
annulment of the resolutions of the general assembly must be analyzed from a procedural point of view,
as well as from a substantial standpoint. The shareholders must be aware of the grounds for
challenging a general a ssembly's resolution to properly safeguard their rights. One common issue
which is invoked as grounds for annulment is the abuse of majority of the majority shareholder.
However, the difficulty of alleging such a reason is left to practitioners. Therefore, its application,
although not wide, is highly imaginative.
Keywords: joint stock company, limited liability company, majority shareholder, minority
shareholder, grounds for annulment
1. Introduction
This study ai ms to support young
practitioners in establishing preliminary
guide marks by assessing the possibility to
file a claim in annulment of company
resolutions based on the dispositions of Law
no. 31/1990.
Although recent doctrine is
emphasized on the substantial grounds for
the annulment of general assembly’s
resolutions, few studies focus on practical
matters which the claimant or the defendant
may encounter. Therefore, this study
represents an introduction into the basic
practical knowledge one must be aware of in
PhD Candidate, Faculty of Law, "Nicolae Titulescu" University of Bucharest (e-mail: roxana.catea@yahoo.com).
its capacity as shareholder in a Romanian
company or in its capacity as legal
practitioner if attempting to suspend or annul
the resolution of the general meeting of
shareholders.
Its relevance and importance resides in
the necessity for the shareholders and their
legal representatives to be aware and
actively assert their rights to oppose
disagreeable resolutions. While there is
unanimity in accepting that the common will
of the shareholders represents the core of the
company, in prac tice there are frequent
situations in which there is substantial
disagreement between the shareholders’
points of view, frequently leading to
adopting resolutions without considering the

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