Gloss on the judgment of the Supreme Court of 3 June 2015

Gloss on the judgment of the Supreme Court of 3 June 2015, court file No. VCSK 592/14 (On the concept of negative resolutions)

This gloss is a critique of the concept of so-called negative resolutions of share­holders of companies adopted by the Supreme Court. The authors examine issues associated with the existence of the aforementioned resolutions and the grounds for distinguishing them in the legal doctrine, as well as the possible implications of allowing said resolutions to be challenged. The gloss indicates the defects of the Supreme Court’s concept, including the potential serious and negative consequences for the stability of companies’ legal relationships. It refers to argu­ments of literal, systemic, and teleological nature against recognizing the catego­ry of negative resolutions. The study concludes that distinguishing negative reso­lutions as a new category of acts in law carried out by annual general meetings is unacceptable, constituting a prohibited act of legislating by the judicature.