Problematic issues of corporate governance of companies (analysis of case law)

Abstract

Problem setting. Corporate governance of a company presupposes the existence of a higher, as a rule, self-governing body - the general meeting. The organization of this body is mainly determined by the statute and other internal acts of the company, but not always the status of the general meeting, the legal significance of their decisions, as well as other important aspects of their existence are fully disclosed by local rules. Because of this, the importance of this work is that as of 2020, a large percentage of corporate disputes considered by commercial courts relate to certain problematic issues of the general meeting of companies. Therefore, it is important to determine the activity of solving these problems by analyzing the existing case law. Target research. The purpose of the work is, firstly, to analyze the case law that has developed to date and relates to various important aspects of the organization and activities of the general meeting of companies, including their management decisions; secondly, to identify the main problems underlying court decisions and conclusions on this issue; thirdly, to suggest different options for their solution. Analysis of recent research and publication. Сorporate governance of a company is often a topic that is actively raised by well-known authors and scholars. Thus, the works of Zhornokuy V.G., Maksymchuk K.S., Lutsya V.V., Voloshchenko T.M., Gulyk A.G., Dobrovolsky V.I., Slivinska A.V., Shcherbina O.V., Slipenchuk N.A., Lukach I.V. etc. are devoted to certain issues related to the organization and activities of higher bodies of companies, including the general meeting. Article’s main body. The article is devoted to the disclosure of the main issues of corporate governance in companies. The main purpose of the general meeting and the nature of their decisions based on the rules of economic legislation are determined. Problematic issues related to the decisions of the general meeting and their appeal in commercial courts, based on existing case law, are researched. Conclusions and prospect of development. As a result, we can conclude that the activities of the general meeting is important in determining the activities of the company and in resolving its current issues. Therefore, the acts adopted by the meeting require clear legislative regulation. Due to the large number of corporate disputes in commercial courts, today there are certain problematic aspects in the decision-making procedure of the general meeting. As a result, a number of established legal positions on these issues have been established at the Supreme Court level. But it is not enough for the courts to explain this issue alone. Therefore, one option to solve this problem is to establish a list of grounds and other procedural elements for recognizing the decisions of the general meeting invalid in the model statutes of companies. Another option may be to enshrine in law the provisions of the case law.