A director moved the Court for approval of a derivative claim arguing that the directors on behalf of the control holder dismissed the CEO while acting in a conflict of interests and preferred their own interest and the interest of the control holder.
The Court held that a personal interest is a case where a certain shareholder has an additional substantial interest over the others. Due to the independence of the board of directors a director appointed by a certain shareholder is not inflicted by the personal interest of the shareholder who appointed such director. Thus, the fact that control holder appointed the directors does not create a conflict of interest of the directors. However, the control holder is in this case also a contractor working for the company and the directors are also director at the control holder and the CEO supervises the contractors cz-lekarna.com. Thus, there is a real concern for the existence of a personal interest which requires the approval of the general meeting to the dismissal of the CEO.