“Pursuant to art. 72 of Law no. 31/1990, the obligations and responsibility of the directors shall be governed by the provisions regarding the mandate and the special ones stipulated in this Law, of art. 1554 – Art. 1555 Civil code showing that the termination of the mandate of the previous directors can not intervene except in the event of dismissal or appointment of new directors.

Expiration of the mandate of the director of a joint stock companies does not lead to the loss of quality to represent the company, given that the mandate can be terminated by the revocation of the mandate, by renunciation or insolvency. Thus, if the shareholders have not withdrawn the director or have not appointed other director, it is considered that he will continue to represent the company until the appointment of another director, given that the law must be interpreted in the sense of producing legal effects, the interests of good management of a joint stock company claiming any actions that require protection. “

To reach the pronouncement of this Decision, the High Court found that the grounds of appeal reflects, in fact, the discontent of the appellant towards the solutions pronounced by the court of appeal on exceptions of lack of quality as a legal representative of the plaintiffs, lack of interest in promoting the claim, issues that can not be classified as procedural defects, which can be put in the grounds of appeal provided for by art. 304 pt. 9 Civil Procedure code, being a ruling given with the violation of the law, according to the appellants claims.

In this case it was only made proof of a expired mandate, the non-existence of appointment of another director under the law, but also of the lack of other will expressions of the of the applicant to the contrary, which may put an end to this action or to confirm, despite the numerous litigation in which the legal representative quality has been challenged.

High Court finds that interest SC E. D. SA to cancel the transfer of shares is legitimate, born and current because it was violated the preemptive right to acquirement of shares as provided by art. 11 of the Articles of Incorporation of SC T.E. 2002 SA, right which he probably have exercised, and thus could have keep his position as a majority shareholder in the company.

Given the above retained, noting that the appeals court ruled with respect to Art. 261 Civil Procedure code, thorough a lawful decision, the High Court under Art. 312 para. (1) Civil Procedure. code dismissed the appeal as unfounded.