In July, we focus on shareholders’ right to information and judgment 27 Cdo 621/2025. A shareholder’s right to information is a fundamental means of monitoring the company’s activities, and a shareholder may, if necessary, seek to enforce this right in court. In the judgment under discussion, the Supreme Court addressed a question of direct relevance to the success of an action seeking disclosure of information: when a shareholder may effectively exercise their right in court.
Under the Business Companies Act, a shareholder must seek protection within one month of the date the company notifies them of its refusal to disclose the requested information. However, the Act does not specify what exactly constitutes such a refusal, nor does it set a time limit within which the company should provide the information. The Supreme Court has now clarified precisely when this limitation period begins to run.
The Supreme Court concluded that a company’s silence does not constitute a refusal. If the company fails to respond in any way to a shareholder’s request, this does not trigger the start of the one-month limitation period for bringing an action. This also applies where a shareholder sets a deadline for the disclosure of information in their request. The mere expiry of a deadline set unilaterally by a shareholder does not, therefore, affect the running of the deadline.
At the same time, the court confirmed the protection of a shareholder against the company’s inactivity. A shareholder does not have to wait for the company to expressly reject their request. If the company fails to act, the shareholder may file a claim for the disclosure of information immediately, even though the one-month limitation period has not yet begun to run.
The judgment thus provides conclusions that are readily applicable in practice; however, their implications must always be assessed depending on which side we are on.
It is advisable for the company not to leave a shareholder’s request unanswered. Whilst silence does not trigger the running of the limitation period, the company nevertheless exposes itself to the risk that the shareholder will initiate legal proceedings. The company should therefore respond to the request, ideally within a reasonable time frame specified by the shareholder, and, if it is unable to comply, explain its position clearly and comprehensibly.
On the other hand, the shareholder should carefully note the moment at which they were actually notified of the refusal to provide information. When setting a deadline for the company’s response, it is advisable to choose a time frame that is proportionate to the scope and nature of the information requested. In certain circumstances, an excessively short time limit may appear to be deliberately imposed and unnecessarily complicate any subsequent dispute.
