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stated in the meeting minutes. It is possible either to state dissenting
opinions against several decisions as a whole, or separately, for each
decision made in a general assembly meeting.
Shareholders Regardless of Attendance
Shareholders who allege that (i) the convocation of the meeting
has not been duly made, (ii) the agenda of the meeting has not been
duly announced, (iii) persons who do not have the authority to attend
the general assembly meeting, or their representatives attended the
meeting and cast votes, or (iv) they have been unjustly prevented from
attending the meeting and casting votes can challenge the general
assembly resolutions regardless of whether or not they attended the rel-
evant meeting provided that, in any case, the aforementioned breaches
had an influence on the resolution. The existence of one of these con-
ditions is required for the consideration of an annulment case.
•
Method of Convocation:
Unduly convocation to the general
assembly meeting is a reason for a shareholder who did not
attend the meeting to challenge such resolution. However, the
type of the breach should be also taken into consideration. For
the existence of a convocation, it shall have been made to all
shareholders; it shall have been made by the authorized bodies
of the subject company; and shall allow the shareholders to be
made aware that a meeting will be held at a specific given date
and time. A convocation that does not bear such features is
deemed to be non-existent; therefore, the general assembly
meeting without a convocation will be considered as not having
been held, as well, and it will not be annulled, since it does not,
in law, exist. Other inconsistencies of the convocation will con-
stitute the basis of the case for annulment. Notwithstanding
these comments, the right to claim should be limited in terms of
good faith. For example, the claim of a shareholder – who
attended the meeting and cast affirmative vote – on the grounds
that the convocation had not been duly made, should be consid-
ered as an abuse of right and rejected, even if such breach had
an influence on the resolution.
•
Announcement of the Agenda:
An agenda that has been undu-
ly announced, or has not been announced, is another reason for
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NEWSLETTER 2015