Probleme controversate în aplicarea unor dispoziţii din Legea societăţilor nr. 31/1990

Prof. univ. dr. Sebastian BODU, MBA

Universitatea "Titu Maiorescu", Facultatea de Drept

ABSTRACT

The Companies Law prohibits shareholders who are directors from voting, including by proxy, on their discharge "or on a matter in which their person or administration would be at issue". Article 126 regulates the generic conflict of interest between the shareholder and the company, when the directors are those who have prepared the financial statements and have every interest in being approved. The prohibition to exercise the right to vote is a legal situation motivated by the conflict of interest in which the voter finds himself who, if he voted, would become a judge in his own case. The question of the removal of the administrator, as well as his appointment, is not "a matter in which their person or administration would be at issue." A member may manage his own company by his vote of appointment or by his...