Действия без представителна власт при органното представителство на акционерното дружество
ACTIONS WITHOUT REPRESENTATIVE POWERS IN THE ASPECT OF THE ORGANIC REPRESENTATION OF THE JOINT STOCK COMPANY

Summary/Abstract: The article is focused on the actions without representative powers which may be conducted by the representative bodies of the joint stock company — the board of directors, the management board and the executive director. In the first part of the article the author analyzes the different hypotheses of such actions without representative powers and in particular — in case of change of the personal composition of the representative bodies or of the executive director, in case of joint representative powers, in case of actions by non — executive members of the board of directors or the management board. The second part of the article contains a comparison of the actions without representative power 1) with the transactions which conclusion has to be approved by the general meeting of the shareholders, the board of directors, the management board or the supervisory board (Art. 236 and Art. 240b of the Commercial Act, Art. 114 of the Act on the Public Offering of Securities); 2) with the transactions concluded in violation of the limitations of the representative powers of the representative body provided in the statues of the company, the resolutions of the general meeting of the shareholder of the representative body or in the management agreement; and 3) with the transactions which conclusion has to be approved in prior by special administrative body. The third part of the article is focused on the legal effect of the actions without representative powers. The author argues that the legal effect of the actions without representative powers shall be regulated by the provision of Art. 301 of the Commercial Act which contain three different legal norms: 1) the company objects expressly against the action without representative powers in which case the company will not be affected by its legal effect; 2) the company expressly confirms the action without representative powers in which case the company will be bound by its legal effect; 3) the company does not object against the action without representative powers immediately after becoming informed about this action in which case the company will be bound by its legal effect. Each one of these three hypotheses is assessed in the light of the relations between the company and the third party, between the third party and the members of the representative body or the executive director and between the company and the members of the representative body or the executive director.

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