The Supreme Court of the Czech Republic, in its decision file No. 27 Cdo 1782/2025, addressed a previously unresolved issue concerning the interpretation of Section 360 of the Business Corporations Act and rejected a formalistic approach to a shareholder's right to seek judicial enforcement of the provision of information at a general meeting.

If the chair of the supervisory board, in the presence of the other members, expresses agreement at the general meeting with the refusal to provide an explanation, the statutory condition for judicial review is deemed satisfied. Any formal deficiencies in the supervisory board's decision-making process cannot be held against the shareholder.

In the present case, the board of directors refused at the general meeting to provide the shareholder with the requested explanation, invoking the protection of business relationships and the preservation of the company's competitiveness. The chair of the supervisory board also spoke at the general meeting, stating in the presence of the other members that this course of action reflected the supervisory board's position.

Nevertheless, the appellate court concluded that the shareholder could not seek judicial review because it had not been proven that the supervisory board, as a collective body, had formally reviewed the refusal to provide the explanation pursuant to Section 360(2) and (3) of the Business Corporations Act.

The Supreme Court rejected this interpretation. It emphasised that the purpose of the statutory regulation is to limit court interference in companies' internal affairs, not to impose disproportionate procedural and evidentiary burdens on shareholders.

Author: Tomáš Quirenz