Judgment No. 1971/2026 of the Single-Member Court of First Instance of Athens (Ordinary Proceedings) has been issued, dismissing a shareholder’s action brought against our client, a Société Anonyme (public limited company). The claimant sought a declaration that all resolutions adopted at the company’s Annual General Meeting of shareholders were null and void.
In the proceedings, the claimant, a minority shareholder of our client, argued that the resolutions should be declared invalid. In support of his claim, he alleged, first, a breach of Article 141 of Law 4548/2018, asserting that the resolutions were adopted without him being provided with the information to which he was entitled, and secondly an abuse of power by the majority shareholder.
The Court, however, dismissed the action as legally unfounded, holding that the factual allegations relied upon by the claimant—even if assumed to be true—do not amount to violations that would render the resolutions null and void under Article 138(1) of Law 4548/2018, as claimed in the action. Rather, the alleged defects could only give rise to voidability of the resolutions under Article 137(2) of Law 4548/2018, as we had also argued in our written submissions.
The Court further emphasized that it is bound by the relief sought in the action and cannot depart from it by ruling on a different legal basis from that invoked by the claimant.
In particular, the Court stated: “[…] Article 138 governs legal acts that are null and void from the outset and therefore produce no legal effect whatsoever. By contrast, Article 137 governs legal acts that are initially valid but voidable, which are subject to different legal rules, given that they produce their legal effects until annulled by a court decision. The Court is bound by the claimant’s request and cannot grant relief other than that sought, nor relief that has not been requested. The Court is not permitted to determine a legal relationship that has not been pleaded in the action or to adjudicate upon a legal relationship or claim different from those advanced by the claimant.”
For a fuller understanding of the legal framework governing the nullity and voidability of General Meeting resolutions of a société anonyme, see our relevant articles here, here and here.
