NULITATEA HOTĂRÎRILOR CONSILIULUI DE ADMINISTRAŢIE ŞI ALE DIRECTORATULUI SOCIETĂŢII PE ACŢIUNI
NULLITY OF DECISIONS OF THE BOARD OF DIRECTORS AND OF THE DIRECTORATE OF THE ACQUISITION SOCIETY

Summary/Abstract: Even though rarely used in practice, the action for the invalidation of the Administrative Board decisions of a corporation raises some interesting issues. Some of them relates to procedural aspects, such as who has locus standi to formulate it. But the most important issue is to answer the question “Which decisions can form the object of such an action?”. Two answers have been offered by commentators: all the decisions can be invalidated in court (1) and only the decisions adopted pursuing a delegation from the general assembly of shareholders can be reviewed in court. The author advocates for the second position, emphasizing the fact that the action for invalidation of corporate organs acts is an instrument meant to be used in the struggle between shareholders themselves (minority and majority) and not between shareholders and administrators.

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