Best prices Special offers for members of the PWE book club The cheapest delivery
Dr hab. Zbigniew Kuniewicz
ORCID: 0000-0003-0793-9937

Professor and head of the Civil and Commercial Law Research Group at the Faculty of Law and Administration of the University of Szczecin. The author specializes in company law.

 
DOI: 10.33226/0137-5490.2023.7.5
JEL: K15

Legal problems, which were reflected in the two main theses of the justification of the commented judgment of the Supreme Court, concern issues related to the mandate and term of office of the management board of a joint-stock company. The first one is the assessment of the continuity of the joint term of office of the management board, in the event of premature expiry of the mandates of all its members. Referring to this issue, the Supreme Court assumed that the appointment of new members results in the commencement of a new term of office of the management board. The second issue concerns the assessment of the legal importance of appointing a new composition of the management board to replace the incumbent members of this body. According to the Supreme Court, the appointment of a new management board is followed by the dismissal of its existing members. The purpose of the gloss is to strengthen the argumentation and to present a proposal that is slightly different than the justification of the position expressed in the first thesis adopted by the Supreme Court, as well as a critical reference to the view expressed in the second thesis.

Keywords: joint-stock company; mandate and term of office of a member of the management board; expiry of the joint term of office of the management board