Challenging of Shareholders Resolutions

Representation of interests in disputes on appealing of shareholders resolutions, resolutions of the board of directors and CEO

Decisions of the governing bodies of a legal entity (general meeting, board of directors, general director and others) adopted in violation of the requirements of the legislation of the Russian Federation, the constituent documents of the organization and violating the rights and legitimate interests of other persons may be declared invalid by the court upon the application of the interested persons as invalid.

Often, such decisions violate the requirements of the law on entering information about a legal entity in the Unified State Register of Legal Entities, the requirements of the law or the rights of other participants in the organization when making transactions, violating the requirements of the law on the issue of shares (within the framework of the activities of joint-stock companies).

Consequently, disputes on appealing decisions of the management bodies of a legal entity in most cases are aimed at restoring the violated rights of other participants / shareholders of the company, which sometimes affects the rights and obligations of third parties who do not directly make the decision subject to challenge. Thus, in this category of disputes, due to their complexity, there may be a need for several interconnected litigations.

The procedure for considering disputes on appealing of shareholders resolutions

This type of disputes refers to corporate disputes and, by virtue of the Arbitration Procedure Code of the Russian Federation, compliance with the claim procedure for settling a dispute is not mandatory.

Cases on appealing decisions of the governing bodies of a legal entity are within the jurisdiction of arbitration courts. When filing the relevant statement of claim, it is mandatory to attach a copy of the disputed decision and provide arguments confirming the unlawfulness of the decisions of the management bodies of the legal entity, as well as documents confirming the fact that the plaintiff has the appropriate authority to challenge the decision of the management bodies of the legal entity.

Before choosing the means and method of legal protection, we conduct an in-depth analysis of the case materials and form an action plan, since from the very beginning there must be a plan and strategy for a legal position in a court case.