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Dr hab. Andrzej Herbet
ORCID: 0000-0002-5835-7438

Head of the Department of Commercial Law at the John Paul II Catholic University of Lublin, attorney, author of several dozen publications on civil and commercial law, in particular on company law. Member of the editorial team of the System of Private Law, member of the group for elaborating recommendations on the draft legislation regulating the simple joint-stock company, former parliamentary expert.

 
DOI: 10.33226/0137-5490.2025.4.1
JEL: K20, K22

Introduced in 2009, Article 399 § 3 of the Commercial Companies Code empowers shareholders representing at least half of the share capital or at least half of the total votes in the company to independently convene an extraordinary general meeting. In a corporate conflict situation, this provision may constitute a serious instrument in the hands of investors struggling to acquire or restore control over the company as quickly as possible; however, it has not yet been analysed in detail or interpreted consistently. Doubts concern both: who is the subject of the referred competence and the prerequisites for exercising it, including the crucial notion of representing "half of the total of votes". This article, which strives for a functional, adaptive interpretation of these prerequisites, is intended as a contribution to the further discussion on this topic.

Keywords: joint-stock company; general meeting of shareholders; convocation; votes; half of the total of votes