Abstract

The provisions of Article 253 (426) of the Commercial Companies Code define a special manner of representing a company in a dispute concerning declaration of invalidity or reversal of a resolution of the shareholders’ meeting (general meeting) involving appointment of an attorney-in-fact by the above body. In case a conflict of interests between the company and the management board arises in relation to these proceedings, the appointment of an attorney-in-fact is actually obligatory (Article 253 § 2 of the KSH, Article 426 § 2 of the KSH).

Meanwhile, the regulation concerning appointment of an attorney-in-fact to represent a company in the proceedings for declaration of invalidity or reversal of a resolution of the shareholders meeting is laconic. Additionally, the institution of an attorney-in-fact is rarely used in practice. Therefore, doubts as to the interpretation of the respective regulations have not yet been resolved in judicial practice.