Page 110 - Albanian law on entrepreuners and companies - text with with commentary

3. The minority shareholder/s may convene the meeting and/or set the agenda by
itself/themselves if its/their request was not accepted, Article 84 (1) third sentence. The
interesting part comes in paragraph 2: if the minority is prevented by the management from
holding the Meeting, it may either ask the court to declare the management in breach of
fiduciary duties or require the company to purchase its shares. It is important to note that
these consequences express an alternative: if the minority wants the management to be sued
this is taken as an expression of interest in the continuation of membership in that company.
In this case the option of a share refund is not opened. This solution is intended to make the
minority use the legal tools provided by Article 84 (2) responsibly in the interest of the
company.
Another protection of (minority) member interests lies with the control of Managing
Directors’ salaries and incentives by the General Meeting. Payments may be adequately
reduced in case of financial deterioration of the company, (see Comments on Article 97).

Article 85
Proxy Representation
(1) A member may be represented at the General Meeting by another member
authorized by him or another authorized person.
(2) Managing Directors may not represent members at the General Meeting.
(3) The authorization shall be issued in writing for one General Meeting including
the reconvened meetings with same agenda. 112

Comments:

Conflicts of interest can also arise with respect to the authorized representatives (agents
or ‘proxies’) of a member. The proxy must disclose such interests to the member. In case of
breach of this rule, the proxy is liable according to Civil Code rules on contractual and tort
liability. The courts must establish the range of the conflict for each case. The standards of
Article 13 (2) on related or connected persons will be of support here. We will come back to
this issue when treating proxy voting in JSCs (Comments to Article 140). Some stakeholders
in the 2011-2012 review of the Company Law proposed an amendment to clarify that a letter
of authorization for proxy representation in LLC General Meetings should be in writing.
Therefore, paragraph 3 of Article 85 now states that the proxy should be issued in writing.

Article 86
Quorum
(1) In case of matters requiring ordinary majorities, the General Meeting may only
make valid decisions if attended by members holding more than 30% of the subscribed
voting shares. In case of matters requiring qualified majorities as of Article 87, the

112 Amended by Law No. 129/2014, Article 12.
109