Methods of protection and limitation of action in corporate disputes

Abstract

The article examines the issues of protecting corporate rights of participants in business companies in connection with the application of general and special methods of protection. The provisions of acts of special corporate legislation and the practice of the Supreme Court on the application of methods of protection in corporate disputes are analyzed. Special attention is paid to debatable issues regarding the invalidation of decisions of corporate management bodies and the calculation of limitation periods. As a result of the study, it was established that in modern corporate legislation there is a tendency to consolidate special methods of protection in the field of alienation of corporate rights and corporate management.
The article examines modern approaches to the problem of protecting corporate rights of participants in business companies, which is one of the most relevant topics in the field of corporate law of Ukraine. Special attention is paid to protecting the rights of minority shareholders in situations when decisions of management bodies or majority owners may violate the interests of the minority. It is emphasized that an effective mechanism for the legal protection of corporate rights is a necessary condition for the stable development of a market economy aimed at attracting investment and integration into the global economic space.
It is emphasized that among the most common ways of protecting corporate rights are the recognition of invalidity of decisions of general meetings or other management bodies, recovery of losses, fulfillment of obligations in kind (for example, payment of dividends), transfer of rights and obligations of the buyer of a share in the authorized capital, as well as claims for recognition of concluded contracts for the purchase and sale of shares or shares in the authorized capital.
Special emphasis is placed on problematic issues, in particular, regarding the jurisdiction of disputes on appealing decisions of management bodies, the differences between the concepts of “recognition of illegality” and “recognition of invalidity” of decisions, as well as the unequal approach of the legislator to determining the limitation periods in corporate relations. Examples of the practice of the Supreme Court are given, which clarify the application of the preemptive right of the company’s participants and the limits of its implementation.
The author concludes that modern corporate legislation demonstrates a tendency to expand the scope of special methods of protection, which can be divided into two main groups: in the field of alienation of corporate rights and in the field of corporate governance. At the same time, the need for unification of limitation periods by enshrining them in the legislation as single and clearly defined procedural terms is emphasized.