The thesis substantiates the existence of subjective corporate right and interest not only among shareholders/participants of the corporation, but also other subjects of corporate relations. It is suggested to allocate two aspects in the participation of shareholders/participants in the general meeting: a) legal b) factual. Classification of corporate methods of self-defense of subjective corporate right/interest is carried out. Particular attention is paid to judicial and alternative forms of protection of subjective corporate rights/interests. Attention is focused on the need to introduce a preventive derivative claim. In addition, the court practice was analyzed and proposals were made.
For the first time substantiated the status of the general meeting as an independent specific subject of corporate relations through which the indirect management of the corporation by its participants/shareholders is carried out.
It is proved that all disputes arising from corporate agreements (joint stock agreements) are contractual, and therefore arbitrarily. That is why, in the absence of a concluded corporate agreement between shareholders / participants, one can assume the ambiguity of the "contractual nature" of a corporate dispute, and therefore its arbitrability.
Improved classification of subjects of corporate relations; the notion of corporate relations; classification of claims in the judicial form of protection of the rights and interests of participants in corporate relations; forms of employee participation in corporate governance; the concept of a dividend as part of its definition not only as a share of net profit but also/or retained earnings paid to a shareholder/participant per one share of a certain type and / or class owned by him.
There has been further development:
– provisions on the necessity of consolidation of a separate article in the Law of Ukraine "On Joint Stock Companies" and the Law of Ukraine "On Limited Liability and with Additional Responsibility Companies" that would determine: the procedure for holding a repeat general meeting, a quorum and the grounds for conducting general meetings, the procedure for informing the participants about the holding of repeated general meetings;
– the justification of the possibility of bringing a claim to court in the part of the obligation of the corporation to convene and hold an extraordinary general meeting to resolve certain issues of the agenda;
– the proposal to restrict the right of the general meeting of the corporation to make a decision on the payment of dividends;
– position on the possibility of applying self-defense as a form of protection of subjective corporate rights and interests of subjects of corporate relations;
– substantiation of a complex system of corporate interests, namely: 1) the common (general) interest of shareholders/participants in relation to improving the economic performance of the corporation; 2) the interest of certain groups of shareholders/ participants (group interests): 2.1) the interests of the minority, represented by small participants and consist in the received part of the corporation’s profit; 2.2) the interests of the majority, which are reflected, as a rule, in the interests of majority members, the essence of which is to receive not only part of the corporation’s profit, but also the management of it; 3) the individual interests of the shareholders/participants of the corporation, the main of which is to obtain the maximum, fairly distributed profit of the corporation (dividends), increase the exchange value of shares; 4) the interests of corporation officials, who are in receipt of wages, career growth; 5) the interests of corporation management bodies, which are the desire (claim) to act in strict conformity with the requirements of the legislation, constituent and other documents of the corporation in order to realize the general corporate interest of the latter and the individual interests of its shareholders/participants; 6) general corporate interest, the content of which is property stability, provided by increasing the value of net assets of the company, internal and external organizational stability or other interest, as provided by the charter of the partnership.
