ABUSE OF CORPORATE RIGHTS AT GENERAL MEETINGS: PROBLEMS IN CASE LAW

Baldanov Ruslan Vladimirovich, Maradulin Aidar Emirovich

This article analyzes unfair conduct by participants (shareholders) during general meetings in business entities. The authors consider the lack of clear and strict legislative guidelines for qualifying actions (inaction) as abuse of corporate rights and their weak supplementation by the positions of the Supreme Court of the Russian Federation and the Higher Arbitration Court of the Russian Federation to be a problem. The authors examine three main forms of unfair conduct during general meetings in business companies: manipulation of the venue of the general meeting, “serial” requests to convene extraordinary general meetings on the same issues, and evasion of participation in order to disrupt the quorum of the general meeting. The conclusion is made about the need to develop a system of specific criteria for distinguishing between good faith and unfair conduct at general meetings.

Keywords:abuse of corporate rights, general meeting of shareholders (participants), evasion of participation in the meeting, substitution of the will of a participant, corporate conflict.