The Constitutional Court confirmed the constitutionality of the current rules governing the judicial procedure for appealing corporate decisions

Тelegram CС - https://t.me/consot_kz

 

The Constitutional Court received a request to review the constitutionality of paragraphs 7 and 8 of Article 58 of the Law “On Joint Stock Companies.”

The applicant was previously a member of the board of directors of a joint stock company, whose powers were terminated early by a decision of the board of directors. Subsequently, based on the decision of the board of directors, his employment contract was terminated early by order of the company.

The applicant filed a class action lawsuit seeking to invalidate the decision of the board of directors and to revoke the order on early termination of the employment contract. The courts of first and appellate instance dismissed the claim, stating that the applicant was not among those authorized to challenge the decisions of the board of directors, as he was neither a member of the board of directors nor a shareholder of the company.

The applicant believes that limiting the circle of persons entitled to appeal against decisions of the board of directors creates a legal vacuum and unreasonably restricts the right of interested parties to judicial protection.

The Constitutional Court recalled that the constitutional principle that “everyone has the right to judicial protection of their rights and freedoms” means that any person and citizen has the right to apply to the court for the protection and restoration of violated rights and freedoms. This right is exercised on the basis and in the manner established by law.

The board of directors exercises general management of the company and decides on issues, including the formation and termination of the powers of the executive body. At the same time, it has no right to interfere in the competence of the executive body, including in matters of labor relations of employees. An employee has the right to appeal against the actions of the employer, which the applicant did.

Decisions of the board of directors are corporate acts adopted within the framework of internal distribution of powers and may only be appealed by shareholders and members of the board of directors on grounds related to violation of the law or the charter.

Consequently, there are no legal grounds for appealing to constitutional proceedings.