Kuwait Court of Cassation principle number 1523

The board of directors of a joint-stock company. Its right to call a general assembly meeting on its own initiative or at the request of a specified number of shareholders, and the requirement that the invitation contain a clear summary of the agenda. - Issuing the invitation: its manner: either by registered letters sent to shareholders at least 1 week before the scheduled date, or by an announcement in at least 2 daily newspapers, with the second announcement published in the Official Gazette. Article 154 of the Commercial Companies Law. - A clear provision, plain in meaning and conclusive in significance. No room to depart from or interpret it. The reason: interpretation is warranted only where the provision is ambiguous. - The challenged judgment’s requiring, for the validity of the procedures for calling the general assembly of a joint-stock company, that - 266 - Commercial Law the registered letters reach the shareholders and come to their knowledge at least 1 week before the scheduled date, drawing on the provisions governing service of judicial documents, and its ruling that the assembly’s convening and resolutions were void. Interpretation in the face of the express wording of Article 154 of the Commercial Companies Law, contrary to the rule of law, which renders it defective and requires its cassation. - Joint-stock companies and the Disclosure of Interests Law:-