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

Krzysztof JasińskiManaging Associate, GESSEL

Radca Prawny. Zeszyty Naukowe 2/2016

Krzysztof Jasiński

This commentary 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 commentary 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.