The Economic Chamber of the Supreme Court will consider in September a case that could become landmark for disputes over subsidiary liability. At the center of the conflict is a company participant who took the helm of the business only after it had actually ceased operations.
The story began with interest-free loans that the general director of the company—also the majority participant—arranged in 2017. The funds were provided by his spouse, which already creates an interesting context. But a year before the first part of the loan was due, the general director left the business, handing over management to a third party. The minority shareholder only received the authority to manage the company three years later, when the creditor was already suing for the debt in court.
The courts of first instance and appeal ruled that the minority shareholder should be liable for the debts. Their arguments? She failed to ensure the accuracy of information in the registry, did not establish economic activity, and effectively abandoned the company. The cassation court added interest to the amount, rejecting references to family ties between the creditor and the former general director. According to the district court, the majority shareholder's exit from the participants was lawful, and family relations do not prove bad faith.
But the defendant insists that her guilt has not been proven. The business stopped due to unprofitability when the majority shareholder left the participants. By that time, there were no assets or documents left, and she took the post of head only out of necessity, to at least somehow respond to the lawsuit.
The question is where the line of responsibility lies for a company participant for actions they did not commit. If the Supreme Court supports the defendant's arguments, it could strengthen the position of minority shareholders in similar disputes. If not, lawyers will have to reconsider their defense strategies.
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