Maintenance of the resolution of the shareholders’ meeting of a limited liability company to determine the remuneration of the chairman of the board of directors

Experience / 14.07.2016

Lawyers of the Law Firm represented the defendant – limited liability company in a dispute over revocation of this company’s shareholders’ meeting resolution, by which the remuneration of the chairman of the board of directors was determined.

The above dispute arose in connection with the adoption of a resolution by which the terms of service contract to be concluded between the company and the president of its board of directors were established. This resolution was challenged by the minority shareholder with an action for revocation. According to the minority shareholder, the stipulated remuneration was too high, and thus the resolution shaping it violated good morals, was contrary to the interests of the company, and was intended to harm the shareholder.

The Law Firm’s argumentation focused, among other things, on the relationship between the remuneration set in the resolution and the statistical remuneration due to managers. Indeed, the agreed remuneration did not deviate from such averaged values. In the Law Firm’s opinion, the minority shareholder also failed to demonstrate what specific good practices were violated by setting the remuneration in the given amount. According to the Law Firm’s argumentation, the plaintiff failed to prove any of the grounds necessary to annul the resolution.

The Courts of both instances agreed with the above position. Cooperation with the Law Firm provided stability to the aforementioned resolution. The resolution was not eliminated from turnover. Thus, an adequate “defense” in the process of revoking the resolution is able to guarantee the capital company’s legal security.