Triantafyllos Stavrakidis, Of Counsel, “Defective resolutions of the Board of Directors of a Société Anonyme” (Nomiki Vivliothiki, 2015)

Maronidis & Associates Law Firm

The focal subject of this book is to deal with the issue of nullification of resolutions of the board of directors. Under Greek company law, there is no specific regulation on how to treat board decisions that may result for example from an irregular composition of the board or from the breach of directors’ information rights. According to the prevailing opinion in Greek literature this gap should be filled by applying the general provisions and principles of Greek civil code which implies that all defective resolutions are null and void ab initio, regardless of the nature and the seriousness of the breach. The rigidity of this approach is examined closely, as it leads to inconsistent outcomes. For this reason, it is suggested that a change of course is necessary, with a view to treating the Board resolutions in the same way as decisions of the Shareholders’ Meeting. In so doing, the defective Board resolutions should be approached under the rule of voidability, as it is already the case for the defective resolutions of the Shareholders’ Meeting, according to articles 35a ff. of c.l. 2190/1920.