Corporate Effects of the Danosa Case: Is the Termination of Membership of the Board of Directors Allowed in the Case of a Pregnant Board Member?

Abstract:

The Court of Justice of the European Union (Second Chamber) on 11 November 2010 pronounced a judgment in the proceedings between Ms Dita Danosa and LKB Lizings SIA, a limited liability company, concerning the decision of the LKB general meeting of shareholders to remove Ms Danosa from her post as a member of the company’s board of directors during her pregnancy. The Court’s ruling could have signifi cant repercussions on the appointment to and termination of the membership of boards of directors of capital companies in Europe. The authors analyse the corporate effects of the judgment in various countries from the point of view of the principles of company law and emphasise the difference in the contractual and corporate relationships which exist between a company and members of the board of directors. When analysing the ruling of the Court, the authors also point out the differences between public limited companies (both dual and single-board systems) and limited liability companies in terms of the position of members of the board of directors with regard to the termination of membership of the board.