Supreme Court dismisses claim that shareholder vote was invalid, allowing employment contract with manager to stand.
Legislator summary
AI generatedThe 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 generatedArt. 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.