In the first section «Theoretical foundations of corporate rights protection» the author's concept is developed and the legal nature of subjective corporate rights as an object of protection is clarified, the grounds and special principles of corporate rights protection are highlighted.
It is established that the general grounds for the protection of corporate rights and interests are their violation, non-recognition or contestation. Instead, special grounds for protecting the corporate rights of members of companies may be: abuse of their rights by majority shareholders; unfriendly (forced) takeover; non-notification of the shareholder about the general meeting of the company; adoption of illegal decisions by the supervisory board and the board; violation of the right to dividends, information; actions (inaction) of the board that caused the bankruptcy of the company; decision-making on additional issue of shares, which makes the number of shareholders' votes even smaller, etc.
The peculiarity of the implementation of civil legal principles in the process of protection of subjective corporate rights is the combination of theoretical origins and nature of civil legal principles, on the one hand, and determining the features of their implementation in legal enforcement, on the other.
In the second section «Civil legal methods of protection of corporate rights» methods of protection of subjective corporate rights of members of companies are understood as established by law, local acts or contract legal measures aimed at preventing, stopping violations, non-recognition or contestation of subjective corporate right and compensation for damages.
The most common ways of illegal termination of corporate rights are: 1) committing fictitious or fictitious transactions; 2) illegal manipulation of the registers (entry in the register of the new owner is made on forged transfer orders, unjust or falsified court decisions); 3) recovery of non-existent debt obligations (for example, falsification of shareholder's monetary obligations); 4) mixed (combining several of the above methods). In case of illegal termination of corporate rights, the participant of the company has the right to use such means of protection as restoration of the situation that existed before the violation, recognition of the right to securities, compensation for damages, obligation to act, etc.
The third section «Non-jurisdictional forms of corporate rights protection» focuses on the predominant role of alternative ways of resolving corporate disputes compared to traditional ones, given the significant savings in time and money spent on resolving the conflict, as well as the possibility of finding a solution for conflicting parties which will be fair and acceptable.
Mediation has been found to be a type of voluntary conciliation procedure of an internal corporate nature, aimed at reconciling the parties to the conflict and regulating relations between them, with the obligatory involvement of a neutral third party, whose main task is to facilitate the settlement of the conflict. At the same time, the sphere of interpersonal relations, which is not regulated by the law, plays a priority role in resolving corporate disputes. Accordingly, the main and primary purpose of mediation is the peaceful settlement of the conflict and the preservation of business relations between the partners, and not the protection of violated rights, which is the specificity of mediation as an alternative to litigation.
The paper separately establishes the effectiveness of conciliation as a conciliatory procedure of internal corporate nature, organizationally and procedurally similar to mediation, aimed at mutually beneficial and compromise settlement of the dispute between the participants of the company and / or the company itself, with the mandatory involvement of a neutral third party (consultant) who advises the parties to the dispute and, if necessary, offers the parties their own options for resolving it.
It is proved that the legal basis for self-protection of corporate rights is a number of provisions on the activities of companies, which by their nature can be considered as a kind of guarantee of the rights of their members, as well as the ability of participants in case of real violations of their rights or the threat of such occurrence to terminate them by self-response or appeal to the governing bodies of the company. The advantages of the sell-out procedure as a way of self-protection of minority rights are determined. It has been established that minority shareholders who were not involved in the management of the corporation and were in fact deprived of the opportunity to exercise their corporate rights, thanks to the sell-out procedure can avoid costs, including participation in the general meeting of the company and obtain fair market price for own shares.
