(1) A resolution adopted by the general meeting can be challenged on grounds of its violating the law or the by-laws by bringing an action for avoidance.
(2) The action for avoidance also can be based on the fact that a stockholder, by exercising the voting right, sought to obtain special benefits for themselves or for a third party to the detriment of the company or of the other stockholders and that the resolution is suited to serve this purpose. This does not apply if the resolution grants appropriate compensation to the other stockholders for their damage.
(3) The action for avoidance cannot be based on:
1. the violation, caused by a technical disruption, of rights that have been exercised using electronic means pursuant to section 118 (1) sentence 2 and (2) sentence 1 as well as pursuant to section 134 (3),
2. the violation, caused by a technical disruption, of rights that have been exercised using electronic means pursuant to section 118a (1) sentence 2 nos. 2, 3, 4 read in conjunction with section 131, pursuant to section 118a (1) sentence 2 no. 6 read in conjunction with section 130a (1) to (4), pursuant to section 118a (1) sentence 2 no. 7 read in conjunction with section 130a (5) and (6) as well as pursuant to section 118a (1) sentence 2 no. 8,
3. the violation, caused by a technical disruption, of section 118a subsection (1) sentence 2 nos. 1 and 5 as well as subsection (6),
4. a violation of sections 67a, 67b, 118 (1) sentences 3 to 5 and (2) sentence 2, of section 118a (1) sentence 4, of section 121 (4a) or of section 124a,
5. grounds justifying proceedings pursuant to section 318 (3) of the Commercial Code.
An action for avoidance may be based on the violation caused by a technical disruption of rights under sentence 1 no. 1 and 2 as well as of provisions under sentence 1 no. 3 only if the company is to be charged with having acted grossly negligently or intentionally; the by-laws may stipulate a stricter measure of culpability,
(4) Where inaccurate or incomplete information has been provided, or the information sought has been denied, an action for avoidance may be brought only if a stockholder objectively assessing the situation would have regarded the provision of the information to be a key pre-requisite for the appropriate exercise of their participatory rights and membership rights. An action for avoidance may not be based on inaccurate, incomplete or insufficient information having been provided at the general meeting concerning the identification, amount, or appropriateness of compensation, settlement payments, additional payments or other forms of recompense if the law stipulates that objections concerning assessments must be pursued in valuation proceedings.