Sancțiunea nerespectării obligației de abținere de la vot în cazul conflictului de interese între acționar și societatea comercială
Sanction for the failure to comply with the obligation to abstain from voting in case of a conflict of interests between the shareholder and the trading company

Summary/Abstract: The voting right of the shareholder at the general meeting of the shareholders is an accessory right to the ownership of the shares, by which the shareholder protects his interests and exercises the supervision and control over the management of the company. It is a true prerogative of the shareholder’s access to the substantiation of business decisions, which materialize through the will of the company. The exercise of the right to vote is governed by the principle of good faith and the principle of proportionality, but may be limited in the situation of the conflict of interests between the shareholder and the company. The shareholder in conflict of interests with the company is obliged to abstain from the vote, if by his vote it contributes to the formation of the majority of a decision with harmful consequences for the company. The situation of conflict of interests and the sanction of non-observance of the obligation to abstain from voting cannot be determined by the other shareholders, but only by the court. If, through the decision adopted with the participation of the shareholder in conflict of interests, a prejudice has occurred, the applicable sanction is the commitment of its liability. Such a decision is valid, but it can also be cancelled, provided that it is the result of a majority abuse. The same fate has the decision adopted by the minority shareholders with the abusive removal of the shareholder’s vote supposed to be in conflict of interests.

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