We are presenting selected judgments adopted at the end of 2025. This time, their number is greater, and their topics intertwine – they are all related to protests. A protest is a concept that is relatively new in the context of private and public companies, having been introduced by the Companies Act. It developed from the earlier concept of objections in cooperatives, which was, conversely, abandoned by the Companies Act.
A protest should constitute a relatively qualified act in terms of its content, to be made by a shareholder in connection with a general meeting. Through a protest, the shareholder communicates their objections to the general meeting (typically defects in its convening or conduct) and thereby, inter alia, establishes the capacity to sue for potential court proceedings in which the shareholder would seek to overturn the outcomes of the general meeting.
The Supreme Court has now provided several observations on protests, which we briefly summarize below:
Content (27 Cdo 1754/2024 – refusal decision) | The Supreme Court held that if the ground for invalidity of the contested resolution of the general meeting, consisting in the abuse of a shareholder’s voting rights, had not been raised in the form of a protest, the courts may not examine this ground when assessing the validity of the contested resolution. Accordingly, even a potential objection alleging an abuse of voting rights by another shareholder must, under this decision, be included in the protest (which is otherwise relatively surprising in light of the courts’ generally established practice of examining abuse of rights ex officio on the basis of the case file).
Interpretation (27 Cdo 2629/2024) | The protest only stated that the resolution on the distribution of profits was contrary to law, Article XY of the articles of association, and good morals, while specific facts were identified in this respect which were also alleged to lead to an abuse of voting rights (see above), with the sole aim being to financially starve the other shareholder. The appellate court held that such a protest was vague. The Supreme Court concluded that this assessment was premature and incorrect, as the courts must take into account the content and purpose of the protest, given that the protest clearly pointed to the deliberate financial depletion of the applicant by the other shareholder through the decision on profit distribution.
Failure to lodge a protest (27 Cdo 2642/2024 – refusal decision; 27 Cdo 2685/2024 – refusal decision) | Failure to lodge a protest may only be excused for serious reasons. Such reasons do not include an alleged confusion regarding the convening of the general meeting, nor the fact that the meeting was convened by a person other than the original convener, provided that the invitation was delivered orderly and in time and the shareholder had sufficient time to prepare for and attend the meeting. If a shareholder does not attend the general meeting of their own volition, this does not constitute a serious reason, and the shareholder may lodge a protest in advance. Conversely, a shareholder’s lack of prior knowledge of the general meeting, where the shareholder becomes aware of it only upon its commencement and responds by leaving the meeting, constitutes an excusable reason for which the shareholder was not required to lodge a protest, as the shareholder could not properly prepare for the general meeting.
As a result, protests continue to remain one of the key actions available to a shareholder at a general meeting, often determining the shareholder’s potential success or failure in subsequent litigation.
