Two remedies in the same crisis area
Management disputes may range from requests for information to liability claims and urgent judicial intervention. Articles 2476 and 2409 approach these issues from different functional perspectives.
Article 2476: information and liability
Non-managing shareholders have rights of information and inspection. Each shareholder may also bring a liability action against directors, and serious irregularities may support an application for interim removal within the statutory framework.
Interim removal
The purpose of interim removal is preventive: to stop serious irregular management from continuing while substantive liability is pursued. Urgency, gravity and evidentiary support are therefore central.
Article 2409 and judicial control
Article 2409 allows the court, where statutory conditions are met, to investigate serious management irregularities and adopt organisational measures that can extend beyond the relief available under Article 2476.
Alternative or complementary?
The better view is functional autonomy rather than strict subsidiarity. The choice depends on the objective pursued: compensation, urgent protection, investigation, remediation or a combination of these.
A strategy for the shareholder
Effective protection starts with evidence. Inspection rights, accounting information and management records help determine which remedy best protects the company, its assets and the shareholder’s position.