Sikora V. Legal regulation of activities of general meetings of participants (shareholders) of the corporation

The object of the study is legal relations that arise in the field of corporate governancein thecorporate-type legal entities, particularly during the shareholders’ general meeting activity.The purpose of the study is to formulate the theoretical principles and legal mechanisms for improving the institute of the shareholders’ general meeting of corporate-type legal entities, taking into account European standards harmonized with the national legal system.Duringthis study, a combination of general scientific methods (historical, dialectical, logical-semantic, formal-logical, system-structural) and specialized legal methods (comparative-legal, technical-legal, specialized-legal) was used. The scientific novelty of the obtained results is due to the fact that the following positions, conclusions and proposals are formulated in the dissertation. For the first time:1) the author's concept of eliminating the regulatory inconsistency between the general civil and special approaches fordetermining the competence of the general meeting of joint-stock companies is substantiated;2) the expediency of legislative regulation of certain procedural deadlines in the mechanism of convening, conducting and appealing against decisions of the general meeting is substantiated; 3) the need to improve the institution of absentee voting by introducing an alternative to notarization is substantiated -submission of an electronic document signed by a CEP, which ensures the digitalization of corporate procedures without loss of legal certainty;4) the expediency of updating approaches to general meetings’ financing at the initiative of shareholders who own 5% of the shares is argued; 7) the need for clear legislative regulation of the consequences of the general meeting decisions’ invalidity has been proven: automatic invalidity of transactions for null and void decisions and limitation of the possibility of recognizing transactions as invalid in the event of a dispute only if the counterparty's bad faith is proven. Improved: 1) a scientific approach to understanding the general meeting as the central body of a corporation, through which its civil capacity is realized within the delimited powers of other management and control bodies; 2) a definition of the general meeting decision as an individual non-normative act, which has an independent character and binding force both within corporate relations and in interaction with thethird parties;3) a proposal to implement in Ukrainian law the institutionof repeated general meetings with a reduced quorum; 4) positionon the expediency of determining clear grounds for applying the abbreviated procedurefor convening an extraordinary shareholders’general meeting. Further developed: 1) the concept of unifying the terminology "corporate governance bodies" and "company bodies" by defining the general meeting as the highest body and distinguishing between management and control bodies; 2) position on improving the institution of representation at theshareholders’ general meetings of the limited and additional liability companies by specifying mechanisms for recalling and replacing a representative, introducing the obligation to notify about conflicts of interest, and also enshrining the right of a shareholder to give the representative clear instructions on voting on agenda items; 3) reasoning concerning the independence of a shareholder's share size in the authorised capital from the possibility of challenging the general meeting decisions, which corresponds to the principle of equality of shareholders and guarantees the reality of the corporate rights of all shareholders; 4) classification of grounds for invalidity of general meeting decisions into absolute (null) and conditional (disputable), which allows for a clear determination of the method of protecting the violated shareholders’rights in a specific type of violation, the legal consequences of challenging such decisions, and ensures a balance between the corporate shareholders’ rightsand the stability of the company's civil turnover.