Monitor Prawniczy

no. 20/2021

No legal interest of a member of the management board of a joint-stock company in challenging a resolution of the supervisory board concerning their recall or suspension

Marcin Śledzikowski
Autor jest radcą prawnym w Kancelarii Prawnej Schampera, Dubis, Zając i Wspólnicy sp.k.; ORCID 0000-0002-2046-9207.
Abstract

The article discusses the possibility of challenging by a board member a resolution concerning their recall in a situation when it has not been adopted by the general meeting but by the supervisory board. The case law and the provisions of the Commercial Companies Code are clear in this matter that a board member is not capable to challenge a decision only when the body authorised to recall them is the shareholders’ (general) meeting. This may in practice lead to an unjustified dichotomy and as if the manager imposing themselves serving as an authority. Thus the article provides an analysis of all „pros” and „cons” of the commented state of affairs and tries to find a compromise solution. The article ends with a conclusion and de lege ferenda I postulates.