Interpretation of the premise of 'harming a shareholder' of a capital company from a historical legal perspektive

Bibliogr. s. 43-45. Streszcz. ang. s. 45

The issue of challenging shareholders’ resolutions is a key issue in Polish commercial law. Despite almost a century of identical wording of legal prerequisites for challenging resolutions, the premise of ‘harming a shareholder’ nonetheless remains a blanket card in the literature and judicature. So far the doctrine and jurisprudence have analysed this premise based on an its examination in specific circumstances, with no wider reference to an abstract interpretation of this phrase. Such approach should be assessed critically, as the evolution of the construction of the individual entitlement and of the substantive grounds for cause of action, beginning with the 1919 decree, justifies an attempt to reconstruct the ‘wronging of the shareholder’ by reference to the directives of functional and purposive interpretation. In addition, the relevance of this issue was highlighted by the introduction, from 1 July 2021, in a simple joint-stock company of an action for the resignation of a shareholder (Article 300[50] of the Commercial Companies Code), the prerequisite of which is the demonstration of the consequence of ‘gross disadvantage’. The object of this article is to characterise selected problems about the evaluative, openly constructed ground for rescission, in particular referring to the historical and legal aspects of domestic commercial regulations.