Legislator Case Law & Legislation
II UKN 636/99 AI generated

Supreme Court dismisses claim that shareholder vote was invalid, allowing employment contract with manager to stand.

Case Number II UKN 636/99
Court / Authority
Jurisdiction Poland (PL)
Decision Date
Outcome Dismissed

Legislator summary

AI generated

The Supreme Court dismissed the appeal against a lower court ruling that declared employment contracts void as sham transactions. The lower court found that a shareholder resolution appointing an employee as a proxy to sign contracts with other shareholders was invalid under the Commercial Code. The Supreme Court held that the resolution was valid and the proxy's appointment correct, rejecting the lower court's finding of a sham transaction without proving the specific intent to evade the law.

Legislator headnote

AI generated

Art. 235 KH; Art. 83 § 1 KC; Art. 58 § 1 KC: A resolution by a shareholders' meeting appointing a proxy to conclude employment contracts with other shareholders is valid, and a contract concluded by such a proxy is not void as a sham unless specific intent to evade the law is proven.

Keywords

AI generated
shareholder resolution validity proxy appointment power employment contract with shareholder sham transaction doctrine evading statutory law Commercial Code provisions Supreme Court cassation

Cited Legislation

AI generated
Art. 235 KH
Art. 236 KH
Art. 83 § 1 KC
Art. 58 § 1 KC
Art. 203 KH
Art. 240 KH
Art. 393 § 13 KPC

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