Topics

Resolution challenge and nullity

Attack flawed or void resolutions in time, before they create irreversible facts.

Why this focus matters now

The challenge of a shareholder resolution is the central attack on a majority that went too far formally or in substance. The flawed resolution should become void ex tunc so that capital changes, discharges or appointments do not stand.

Critical clause and conflict points

Typical weaknesses are defective notice, disregarded voting exclusions, breached consent matters and resolutions that violate the core protection doctrine or fiduciary duty. In addition, a nullity action may apply.

How to prepare

Before filing, review notice, wording, voting, minutes and voting ratios. The motion must name the violations concretely and not turn into political argument.

Review checkpoints

Determine the challenge deadline to the day in the individual case.
Check proper notice, agenda and vote counters.
Document voting exclusions and conflicts of interest separately.
Consider combining with a preliminary injunction if the resolution is about to be implemented.

Frequently asked questions

How long do I have for the challenge?

The deadline must be determined for the specific case and starts as a rule with the resolution or the knowledge; it is short.

Can I also invoke nullity?

Yes, in cases of serious breaches, combining challenge and nullity actions is possible and often useful.

This information is initial orientation and does not replace legal advice in an individual case. No deadline, success or cost guarantee.