Page 169 - Albanian law on entrepreuners and companies - text with with commentary

(5) If the affected Managing Director, Board of Directors or Supervisory Board
does not reach a compromise with the party representing the company in accordance
with paragraph 3 or 4 within 30 days of his appointment, the court will nullify the
decision. Third parties are not affected in accordance with paragraph 3 of Article 12.
(6) Paragraphs 2 and 4 apply correspondingly to the minority or creditor quota
concerned, if the General Meeting does not decide or refuses to decide on their request
to pursue claims on compensation of damages and other claims which this Law or the
Statute envisage against Managing Directors, members of the Board of Directors or the
Supervisory Board.
(7) Paragraph 6 of Article 150 applies correspondingly.

Comments:

Amendments to Article 151 (1) and (2) are in line with the amendments to the similar
provisions on LLCs (Article 88). Please refer to Comments under Article 88 above.

Article 152
Rights Attached to Share
In the event of a shareholder being prevented from exercising the rights attached
to his shares he may request the court to enforce these rights or grant compensation. A
claim must be brought within 3 years of the denial of the right.

Article 153
Exclusion of Restrictions
(1) Any provision of the Statute which limits or excludes the rights of shareholders
or creditors referred to in Articles 150 to 152 or which provides a general waiver with
respect to the action envisaged by these Articles is null and void.
(2) No decision of the General Meeting may interfere with the shareholders’ or
creditors’ right to take action as envisaged by Articles 150 to 152.

CHAPTER II
BOARD OF DIRECTORS (ONE-TIER SYSTEM)

Comments:

As we pointed out at the beginning of this Title (see Comments to Article 134), in the
one-tier system all power is concentrated in the hands of a single board. It is therefore
important to insure that independent non-executive directors are appointed to the Board to
oversee the managers’ powers. The weakness of the supervisory function in both systems was
one of the causes for the mentioned company collapses. Therefore, a set of measures has been

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