Ways to Appeal Decisions of General Meetings of Participants/Shareholders: Theoretical Approaches and Practical Aspects

The article provides a comprehensive analysis of the methods for appealing decisions made at general meetings of participants/shareholders of corporate legal entities in Ukraine. The differences between declaring decisions made at general meetings of participants/shareholders invalid and cancelling them are examined. The inexpediency of mandatory linking of proof of violation of corporate rights to the invalidation of a general meeting’s decision—when the violation clearly demonstrates absolute invalidity and infringes upon the rights and interests of the participant or shareholder filing the lawsuit—is substantiated. Judicial practice is analyzed, and criteria for selecting the optimal method of protecting the rights of participants in corporate relations are proposed by evaluating their effectiveness and the consequences of applying appropriate methods of corporate rights protection, which influence not only the validity period of the contested decision but also the “legal fate” of transactions executed based on such decisions. Special attention is given to analyzing the criterion for assessing the effectiveness of the chosen method of protection, particularly regarding the need to file a lawsuit under specific circumstances to determine the amount of authorized capital and participants’ shares. Based on the analysis of scientific approaches and judicial practice, the article substantiates the need to introduce clear legal provisions into national legislation regarding the grounds for invalidating or challenging decisions of general meetings of participants/shareholders; the mechanisms for protecting the rights of third parties who may be affected by such appeals; and the determination of their consequences—taking into account the need to balance the protection of individual participants’/shareholders’ corporate rights with the overall stability of the company’s corporate structure.