Development corporate relations in modern Russia went a short but very specific way. If even 10-12 years ago, shareholders and participants were just extras who transferred funds to the management of companies, who did not always know the “fate” of their investments and were excluded from accepting management decisions, then in the last few years the situation has changed: shareholders and participants began to actively defend their rights, make claims against top management.
Both management and shareholders are interested in building new types of relations with shareholders and participants. This is due to the achievement of a certain level of transparency of companies, the need to attract foreign investors and prepare reports on international standards, access to international markets. One of the important aspects of the participation of shareholders and founders in the management of companies in which their funds are invested is the approval big deals.
The legal essence of large transactions: where not to make a mistake
What applies to large transactions
A major transaction is a transaction involving the alienation or possible alienation of property. For joint-stock companies, regardless of their "openness - closedness", and companies with limited liability there are different approaches to the definition of what falls under the concept of "big deal".
For joint stock companies, in accordance with the Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" (hereinafter - Law No. 208-FZ), a major transaction is a transaction (including a loan, credit, pledge, surety) or several transactions related with the acquisition, alienation or the possibility of alienation of property, the value of which is 25 percent or more of the book value of the company's assets, determined according to the data financial statements as of the last reporting date, except for transactions entered into in the normal course of business economic activity, transactions related to the placement (sale) of ordinary shares of the company, and transactions related to the placement of issuing valuable papers convertible into ordinary shares of the company (Article 78). The charter of a joint-stock company may also establish other cases in which transactions made by a joint-stock company are subject to the procedure for approving major transactions and which will be classified as major.
For limited liability companies, in accordance with the Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies” (hereinafter - Law No. 14-FZ), transactions related to the acquisition, alienation or possible alienation of property, the value of which is 25 percent from the value of the company's property, determined on the basis of financial statements for the last reporting period preceding the day the decision was made to conclude the above transaction, unless the charter of the LLC provides for a higher threshold for a major transaction.
For large transactions concluded by JSC and LLC, the following is common:
- a major transaction is related to the acquisition, alienation, possible alienation of the property of the company;
- the transaction can be direct or a chain of interconnected transactions;
- the charters of companies may amend and/or supplement the procedure and list of major transactions;
- transactions in the ordinary course of business are not considered major transactions.
- for JSCs, a major transaction is considered to be 25 percent of the value of assets, while for an LLC - 25 percent of the value of property.
Such an identity is not surprising, because all corporate legislation in our country "was cut according to the same patterns."
What transactions can be classified as transactions carried out in the ordinary course of business
This issue is very important, since the whole procedure for approving or (in its absence) recognizing the transaction as invalid is connected with it. IN more this applies to a joint-stock company, since, due to the specificity of its organizational and legal form, it is joint-stock companies that have a large number of controversial issues.
In joint-stock companies, major transactions include not only loan, credit, and guarantee transactions. In accordance with clause 30 of Resolution No. 19 of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003, major transactions can also include transactions for the assignment of rights of claim, the transfer of debt, and the contribution of funds as a contribution to the authorized capital economic society in payment for shares (shares). And according to the rules information letter Presidium of the Supreme Arbitration Court of the Russian Federation of March 13, 2001 No. 62, all special rules and requirements related to JSCs apply to LLCs.
However, it is not large transactions that are of the greatest interest in consideration, but transactions made in the ordinary course of business. Unfortunately, the current legislation does not establish clear boundaries and definitions of what relates to current business activities, and what to major transactions of an investment and strategic nature that may affect the future financial and economic activities of the company.
Unfortunately, in a number of credit institutions, not only managers, but also lawyers and loan officers misinterpret the concept of a "major transaction made in the ordinary course of business." So, this even means obtaining loans for the development of production, the purchase of equipment and components, etc.
Transactions entered into in the ordinary course of business include the following transactions:Example 1
The confectionery factory, established in the form of a CJSC, has submitted documents to the bank for a large loan, the amount of which exceeds 25 percent of the value of assets. The loan amount is 35,000,000 rubles, and assets - 20,000,000 rubles. In the feasibility study for obtaining a loan, the joint-stock company indicated that this loan is taken to ensure production purposes, therefore it is not considered a major transaction and approval is not required for it general meeting shareholders. However, the bank refused to obtain a loan, since such a transaction is classified as a large one by law and requires mandatory approval. The bank's actions can be considered erroneous, since the transaction falls under the category of ordinary business activities. CJSC requested a loan to pay for current business operations.
- on the acquisition of raw materials and materials necessary for the implementation of production and economic activities;
- for implementation finished products;
- to perform work;
- to get a loan to pay for current operations.
Such a list is given in the joint resolution of the Plenum Supreme Court RF No. 90 and the Plenum of the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 No. 14.
When referring economic transactions to the category of major arbitration courts proceed, first of all, from an analysis of the types of economic activities carried out by companies. And if the transaction is concluded in order to ensure the performance of a certain type of economic activity or is directly due to this type of economic activity, then it will be recognized as a transaction concluded in the course of ordinary economic activity. This is also confirmed by the decisions of arbitration courts, in particular, by the decisions of the Federal Antimonopoly Service of the Moscow District of September 12, 2006 No. KG-A41 / 7615-06, the Federal Antimonopoly Service of the North-Western District of October 17, 2007 No. A56-51025 / 2006.Litigation practice
According to the joint resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation No. 4/8 dated April 2, 1997, the rules established by Articles 78 and 79 of Law No. 208-FZ "On Joint Stock Companies" that determine the procedure for concluding major transactions by a joint stock company do not apply to transactions committed by the company in the course of its ordinary business activities (related to the acquisition of raw materials, materials, the sale of finished products, etc.), regardless of the value of the property acquired or alienated under such a transaction.
However, the concepts of "statutory activity" and "current economic activity" are not identical. In order for a transaction to be classified as a current business activity, it is necessary to confirm that it is carried out by the company on permanent basis and there are other transactions of a similar nature in his work.Litigation practice
The Federal Antimonopoly Service of the North-Western District, in its resolution No. A21-4740/2007 of December 14, 2007, indicated that, in accordance with the charter of a limited liability company, the priority areas of its activity are the development and implementation of construction projects for civil housing and the implementation of the functions of a developer. Consequently, the general contract for the construction of a residential building cannot be challenged and classified as a major transaction.
A number of employees of credit institutions arbitrarily interpret the above concepts and sometimes do not know from which sources to take confirmation that the transaction relates to current business activities. Confirmation that the transaction is carried out by the company on an ongoing basis is:Example 2
A limited liability company operates in the field of transportation. The property of the company is 1,000,000,000 rubles. The management decided to acquire commercial real estate worth RUB 800,000,000. Mistakenly believing that this transaction belongs to the category of transactions related to current business activities, the CEO did not receive approval from the shareholders. In my own way economic character this transaction did not fall under the category of current business operations, but fell under the category of long-term investments. This transaction was not a transaction carried out by the company on a permanent basis. As a result, it was declared invalid.
- data of statutory and constituent documents, minutes of the meeting of the Board of Directors and/or the General Meeting of Shareholders;
- extract from the Unified State Register of Legal Entities;
- accounting and tax reporting data.
Thus, a major transaction requiring approval will be considered a transaction related to the long-term immobilization of assets (for JSC), property (for LLC) or Money for purposes not related to the implementation of a typical and characteristic for this legal entity type of activity.
Approval mechanism for major transactions in a business entity
Approval of major transactions in joint-stock companies
Approved major transactions in a joint-stock company can be divided into transactions approved by the board of directors and major transactions that require the approval of the general meeting of shareholders. The division of transactions into those approved by various management bodies depends on the value of the property that is the subject of the transaction.
JSC Board of Directors approves major transactions in the event that the subject of the transaction is property, the value of which is from 25 to 50 percent of the book value of the assets of the joint-stock company. Moreover, the transaction must be approved unanimously by the entire board of directors (clause 2, article 79 of Law No. 208-FZ). If any member of the board of directors is absent, the major transaction approval meeting must be rescheduled or written confirmation of approval must be obtained from the absentee. In the decision-making process, only the votes of retired members of the board of directors are not taken into account: the deceased, who resigned ahead of schedule until the moment of the general meeting of shareholders. All other absences will not be considered justified and a limited quorum approval decision will not be considered legitimate.
If the subject of the transaction is property, the value of which is more than 50 percent of the book value of the company's assets, then the transaction, in accordance with paragraph 3 of Article 79 of Law No. 208-FZ, is subject to approval by the general meeting of shareholders. Moreover, a major deal must be approved by shareholders owning voting shares. Owners of preferred shares do not participate in voting. A major transaction will be considered approved if 3/4 of the votes of shareholders owning ordinary shares (qualified majority) vote for it. If the shareholders have violated the procedure for approving a major transaction, then in accordance with clause 6 of Article 79 of Law No. 208-FZ, it will be declared invalid. Moreover, the invalidity of the transaction can be recognized both at the claim of the shareholder and at the claim of the company.
If a joint-stock company has only one shareholder owning 100 percent of the shares, then in order to approve the transaction, the general director must obtain his written consent. This is precisely the position taken by the Presidium of the Supreme Arbitration Court of the Russian Federation, which indicated in the information letter dated March 13, 2001 No. 62 that in companies consisting of one shareholder, written consent (approval) by a shareholder of a major transaction is equivalent to a decision of the general meeting of shareholders. If the company has two shareholders who own shares in equal shares (i.e., 50% each), then the decision of the General Meeting is already necessary, since in this case the full composition of shareholders will be considered a qualified majority.
The larger the size of the assets of the joint-stock company, the higher the bar of the approved amount. Modern Russian corporate practice is such that the approval of major transactions can generally be attributed to the competence of the board of directors (in particular, such a practice exists in OJSC Mineral and Chemical Company EuroChem). This allows you to respond more quickly to emerging investment opportunities or other necessary large property transactions: after all, it is easier to convene a board of directors than a general meeting of shareholders. And the general meeting can approve the transaction at a subsequent meeting. Arbitration practice also allows this possibility.
Litigation practice
The above procedure for the subsequent approval of a major transaction by the general meeting complies with the standards of large foreign corporations. -However, in Russia this practice has not yet become widespread.The resolution of the Federal Antimonopoly Service of the West Siberian District dated June 15, 2004 No. F04 / 3280-713 / A46-2004 states that if there is a subsequent approval of the transaction in accordance with Article 79 of Law No. 208-FZ, the procedure for the transaction is recognized as observed and in accordance with the law.
Approval of major transactions in limited liability companies
In accordance with paragraph 2 of Article 32 of Law No. 14-FZ, a board of directors (supervisory board) can be created in limited liability companies if this is provided for by the charter. The range of issues resolved by the board of directors of an LLC includes the approval of major transactions in accordance with Article 46 of Law No. 14-FZ, which is similar to the powers and competence of the board of directors of a joint-stock company. In practice, if a board of directors is created in an LLC, then its competence in terms of approving transactions includes transactions with property, the value of which is from 25 to 50 percent of the value of the company's property.
However, in most cases, the LLC does not have a board of directors, and the decision is made by the general meeting of participants.
A major transaction approved by the general meeting of LLC participants in violation of the law may be challenged and declared invalid in court (Article 46 of Law No. 14-FZ). If there is only one participant in the LLC, then the approval of the transaction can be made by him in writing, without drawing up the minutes of the general meeting of participants. That is, the procedure is similar to the procedure adopted for a joint-stock company.Litigation practice
The resolution of the Federal Antimonopoly Service of the Moscow District dated September 25, 2006 No. A-41-K-1-2943/06 states that the decision to conclude a major transaction is made by the general meeting of LLC participants in accordance with paragraph 3 of Article 46 of Law No. 14-FZ.
Mechanism for ensuring the rights of shareholders in terms of approval of major transactions
The rights enforcement mechanism is considered in relation to joint-stock companies. In limited liability companies, the problem of securing rights is not so acute and is mainly associated with the expulsion of one of the founders. And it is not difficult to notify several people, who almost always occupy administrative positions in an LLC, about holding a meeting.
Another thing is a joint-stock company. Here, the observance of the rights of shareholders comes to the fore. Their loyalty and willingness to support all economic initiatives depend on how much management can observe the rights of shareholders. In many large and dynamically developing Russian corporations for relations with shareholders, special divisions dealing with issues of relations with shareholders and investors have been created. And AFK Sistema has even introduced a special position of a corporate secretary who deals with compliance with corporate procedures and the corporate management system. For more fruitful communication with shareholders, you can arrange an investor day in the company.
Shareholder and his rights
Non-observance of the rights of shareholders in a number of cases is due to the fact that the shareholders themselves are unaware of their rights and opportunities, or they associate them only with the receipt of dividends and remember their rights only in cases where the amount of dividends is reduced.
The shareholder can get acquainted with all the documents of financial and accounting statements, which are listed and enshrined in the charter of the company.
Information that shareholders can receive from the company upon their request is presented in Table 1.Litigation practice
According to the resolution of the Federal Antimonopoly Service of the North-Western District dated November 18, 2002 No. A56-15780 / 02, a joint-stock company is obliged to provide shareholders with access to the documents listed in paragraph 1 of Article 89 - and in Article 91 of Law No. 208-FZ.
Table 1
Type of information | Submission deadline | Normative base |
| A copy of the current charter of the JSC with all changes and additions | Art. 46 of Law No. 208-FZ | |
| List of persons entitled to participate in the general meeting of shareholders | after listing | paragraph 4 of Art. 51 of Law No. 208-FZ |
Information to be provided in preparation for the General Meeting of Shareholders:
| within 20-30 calendar days before the date of the meeting - and at the meeting itself | paragraph 3 of Art. 52 of Law No. 208-FZ |
A joint stock company is obliged to provide shareholders with unhindered access to the following documents listed in Article 91 of Law No. 208-FZ:
- an agreement on the establishment of a joint-stock company;
- the charter of the company with all registered changes and additions;
- documents confirming the unconditional and indisputable rights of the JSC to the property on its balance sheet;
- internal documents of the company;
- regulations on branches and representative offices of JSC;
- annual reports;
- financial statements in full;
- minutes of general meetings of shareholders, meetings of the board of directors and the audit commission;
- lists of affiliates;
- other documents stipulated by the current legislation and internal acts of the joint-stock company.
All of the above documents are submitted within 7 days from the date of submission of the request for review.
In this regard, it is necessary to pay attention to the fact that shareholders must clearly indicate which documents they want to see. In this matter, arbitration courts take the side of the management of joint-stock companies.
Otherwise, the process of providing information may be delayed, and not through the fault of the management of the joint-stock company, but through the fault of the shareholder himself.Litigation practice
According to the Ruling of the Supreme Arbitration Court of the Russian Federation of August 29, 2007 No. 10481/07, in order to receive the requested information, the shareholder must specify which documents he wants to receive.
At the general meetings of shareholders, the possibility of exercising their rights depends on the percentage of the total number of votes
(from the block of shares). Table 2 shows the relationship between the number of votes and the rights and obligations of shareholders, viewed from the perspective of approving major transactions.
table 2
Shareholder rights | Normative base |
|
| 1% | The right to file a lawsuit against a member of the board of directors, the general director, as well as against the managing organization or manager for compensation for damage caused to the company by their actions / inaction | paragraph 5 of Art. 71 Law No. 208-FZ |
| 10% | The right to demand the convening of an extraordinary general meeting of shareholders, the right to include issues on the agenda of the meeting | paragraph 4 of Art. 83 of Law No. 208-FZ |
| 25% | The ability to block the decision-making by the company in cases where at least 3/4 of the votes must be given for the decision-making at the general meeting | paragraph 2 of Art. 81 of Law No. 208-FZ |
| 25% | Access rights to documents accounting and reporting and minutes of the meeting of the collegial executive body | Art. 91 of Law No. 208-FZ |
| 30% | The presence of this number of votes provides a quorum at the repeated general meeting of shareholders | paragraph 3 of Art. 58 Law No. 208-FZ |
| 50% | The presence of this number of votes provides a quorum at the general meeting of shareholders | paragraph 1 of Art. 58 Law No. 208-FZ |
| 50% | Adoption of a decision on an issue raised by a majority of votes at the general meeting of shareholders, except in cases where the decision must be made by at least 3/4 of the votes | paragraph 2 of Art. 49 of Law No. 208-FZ |
| 75% | Amendments and additions to the charter of the company and / or approval new edition charter | paragraph 1 of Art. 48 of Law No. 208-FZ |
| 75% | Making a decision to approve a major transaction, the subject of which is property, the value of which is more than 50% of the book value of the assets of the joint-stock company | paragraph 3 of Art. 79 of Law No. 208-FZ |
| 100% | Adoption of any decisions without observing the deadlines that determine the procedure for convening and holding a general meeting of shareholders | paragraph 3 of Art. 47 of Law No. 208-FZ |
| Any number of votes | Vote on acceptance/rejection - major deals | Art. 79 of Law No. 208-FZ |
As an example of preparation for the general meeting, one can cite RTS OJSC, in which shareholders have the right to receive complete and reliable information about the state of affairs in JSC; for the preliminary receipt of complete, reliable and objective information necessary for making a correct and beneficial management decision for the joint-stock company.
Responsibility for violation of shareholders' rights
In this case, the responsibility for the violation of rights will be assigned to the board of directors and/or the collegial/sole executive body. This is due to the excess of the limits of their powers by JSC officials, which is a violation of Articles 173, 174 - Civil Code.
And according to Article 168 of the Civil Code, any transaction that does not comply with the requirements of the law or other legal acts is invalid. From the point of view of the legislation, all major transactions executed with violations fall under the definition set forth in Article 168 of the Civil Code and are declared invalid.
The expression “the defendant is a joint-stock company” should be understood that the responsibility lies with the executive body and the board of directors.Litigation practice
According to paragraph 10 of the joint resolution of the Plenum of the Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated April 2, 1997 No. 4/8, the decision of the board of directors or the executive body of a joint-stock company may be challenged in court by filing a claim for its invalidation, both in cases in which the possibility of challenging is provided for by Law No. 208-FZ, and in the absence of a corresponding indication, if decision does not meet the requirements of the law and violates the rights and legally protected interests of the shareholder. The defendant in this case is a joint-stock company.
Officials of joint-stock companies who commit offenses of an administrative nature are liable in accordance with the Code on administrative offenses for the following types of violations:
- under article 14.21 of the Code of Administrative Offenses - for improper management of a legal entity, the use of powers to manage an organization contrary to its legitimate interests and / or the legitimate interests of its creditor, resulting in a reduction equity this organization or - the occurrence of losses (losses);
- under article 14.22 of the Code of Administrative Offenses - for the conclusion by a person performing managerial functions in the organization, transactions or the commission of other actions that go beyond the limits of his authority.
All of the above offenses are administrative in nature and will be considered in the course of arbitration proceedings.
If the crimes committed by officials of the joint-stock company are related to causing significant property damage, fraud or theft, then they are criminal in nature and liability arises in accordance with the Criminal Code:
- under article 159 of the Criminal Code - for fraud (theft) of someone else's property or the acquisition of someone else's property by deceit or breach of trust;
- under article 165 of the Criminal Code - for causing property damage to the owner or other owner of property by deceit or abuse of trust in the absence of signs of theft;
- under article 177 of the Criminal Code - for the malicious evasion of a citizen (head of an organization) from paying off accounts payable on a large scale after the entry into force of the relevant court decision.
Approval of large transactions can be used not only for the legal purposes of investment, business development, etc., but also to deceive creditors in order to obtain additional funds or property.
Offenses related to defrauding creditors can be divided into three groups:
- offenses related to incorrect execution of documents for the conclusion of major transactions;
- offenses related to abuse of authority by officials ( executive body) society;
- offenses related to collusion between the shareholders and the management of the company in order to invalidate the transaction.
Often, in practice, one has to deal with the opinion of the offending party that what has been committed is a simple flaw, a mistake by the performer, etc. Of course, the fact of proving the unlawfulness of the actions of the debtor lies with law enforcement agencies, which should reveal this in the course of operational and investigative measures. However, the identification of inconsistencies between the actions taken and the norms of legislation and statutory documents can be identified already at the stage of preliminary consideration of documents.
Offenses related to incorrect paperwork
- lack of documented approval of a major transaction by shareholders (founders);
- retroactive approval of a major transaction by shareholders.
This approval must be submitted prior to the conclusion of a major transaction. To prevent such illegal action, it is necessary to analyze the charter of the company in order to find out which governing body should approve this type of transactions.
If the transaction, according to its parameters, is subject to approval by the board of directors, then it is necessary to obtain the minutes of the meeting of the board of directors, dated no later than the day preceding the submission of documents to the counterparty.
If the transaction falls under the category of transactions approved by the general meeting of shareholders, then it is necessary to submit the minutes of such a general meeting, dated no later than the day preceding the submission of documents to the counterparty.
References to the fact that a major transaction was not pre-planned, but arose unexpectedly, should not be taken into account, since every more or less large organization draws up budgets and forecast plans for the year, which are approved at general meetings of shareholders. The only possible situation is with an extraordinary meeting of shareholders, when it will be assembled to approve this particular transaction.
Retroactive approval of a major transaction by shareholders
The situation when the executive body of the company or its general director enter into a major transaction, and then it is approved by the general meeting or the board of directors, is, in principle, possible. But such a procedure should be enshrined in the charter of the company and in the power of attorney issued to the general director. If this is not the case, then the transaction must be cancelled.
A number of heads of limited liability companies refer to the fact that, in accordance with Article 46 of Law No. 14-FZ, approval of a major transaction can be obtained from the founders after its conclusion. But this is only possible if the subsequent approval is enshrined in the charter of the LLC.
Offenses related to excess of authority by an official (executive body) of the company
- conclusion of transactions by an official who does not have the appropriate authority;
- conclusion of transactions by a person whose authority has expired.
Even if all documents for the conclusion of the transaction are signed by the current CEO of the company, this does not yet mean the legality of the transaction, since its powers must be enshrined in the charter, power of attorney and in internal regulations organizations.
This category of violations bears legal risks for the creditor in terms of denial of a lawsuit due to the fact that if the contract indicates that the counterparty's official acts on the basis of the charter, and it is unconditionally considered that the plaintiff has familiarized himself with the contract and unconditionally accepts it conditions. In this case, it will be considered that the plaintiff knowingly knew about the limited powers of the counterparty's official and agreed to a deal with an unauthorized person voluntarily, and therefore there are no grounds for prosecuting the defendant. A sign of clear fraud may also be the subsequent fate of the CEO, who (after the transaction was declared invalid) was fired for own will and the shareholders/founders have not filed any financial or legal claims against it.Litigation practice
The resolution of the Federal Antimonopoly Service of the Moscow District dated June 7, 2007 No. KG-A40 / 4031-07 states that, according to Article 174 of the Civil Code, if the powers of a person to make a transaction are limited by an agreement or the powers of a body of a legal entity - by its constituent documents compared to as they are defined in the power of attorney and in the law, or as they may be considered obvious from the environment in which the transaction takes place, and in its execution such person or body went beyond these restrictions, the transaction may be declared invalid by the court.
Conclusion of transactions by a person whose authority has expired
In most cases, the CEO or other executive is appointed for certain period. The term of office of these persons is fixed in the charter documents of the company and is duplicated in its internal documents (regulations, job descriptions etc.). An indirect confirmation that the authority of an official has expired is the replacement or amendment of the signature sample card submitted to the bank (but only credit institutions can have such an opportunity).
Offenses related to collusion between the shareholder and the management of the company in order to invalidate the transaction
This offense already falls under the criminal, and not administrative or arbitration legislation. A collusion between a shareholder/a group of shareholders and management is possible with the aim of stealing money or property with their subsequent non-return, disruption of contractual relations. This usually happens in those companies that are either on the verge of ruin and bankruptcy or were created for the purposes of fraud, as well as in cases where a legal entity has “completed its path” and, by decision of shareholders, must be closed.
Moreover, to give credibility, the claim is filed some time after the conclusion of the transaction (after it is no longer possible to return the loan, property or property rights). And the claim in such cases is filed by a shareholder with a small percentage, or a minority shareholder.
To prevent illegal actions of this type, it is necessary to request the minutes of the general meetings of shareholders prior to the conclusion of a major transaction. If the issue of approval of this major transaction was submitted for discussion by the shareholders, and the shareholder-truth seeker voted for approval, then it is possible to reject claims and carry out procedures to recover funds, property and property rights and punish those responsible.
In addition, it is necessary to find a way to check whether the shareholders were informed about the agenda of the meeting in a timely manner and whether they had the opportunity to familiarize themselves with the materials of the agenda. In addition, it is necessary to proceed from the identity of the shareholder-applicant. If, due to their personal and educational characteristics, the applicant objectively could not understand the issues of corporate law, then the issue of collusion should be considered in the first place. In addition, a situation is possible when a shareholder has transferred his shares to the executive management of the company for management. In this case, there is a conspiracy, and it will not be difficult to prove an interest in recognizing the transaction as invalid.
In a number of cases, the shareholders claim that the shareholders/founders of the companies did not approve the transactions, the management was not authorized, and the protocols were falsified by the creditors. In this case, it is necessary to conduct a graphological examination.
This is just a small list of possible falsifications and frauds. Of course, along with the improvement of corporate legislation, fraudsters are improving their methods of illegal actions.
In conclusion, we note that the recognition of a major transaction as invalid entails not only financial losses in the form of an unpaid loan, property or property rights, but also reputational risks for the creditor. Indeed, if the organization has not previously familiarized itself with the presence of approval from the shareholders or founders of the economic company, then this casts doubt on the qualifications of the employees who checked the documents and indicates an unsatisfactory level of the internal control system in the organization.
Is the approval of the transaction by the board of directors of the joint-stock company required, if the law establishes a mandatory requirement for its approval by the general meeting of shareholders? Ruslan Gabbasov and Aleksey Alexandrov, experts of the Legal Consulting Service GARANT, explain.
AO is planning a deal. The charter of the JSC states that transactions on this species contracts are approved by the board of directors. At the same time, since this transaction is a large one, the law establishes a mandatory requirement for approval by the general meeting of shareholders in relation to it. What to do in this situation - should two protocols be drawn up from different bodies, or is its approval by the board of directors of the company not required and the approval of the transaction by the general meeting of shareholders is sufficient?
In accordance with paragraph 1 of Art. 79 federal law dated December 26, 1995 N 208-FZ "On Joint Stock Companies" (hereinafter referred to as the JSC Law), a major transaction must be approved by the board of directors ( supervisory board) company or general meeting of shareholders.
If the subject of the transaction is property, the value of which is from 25% to 50% of the book value of the company's assets as of the date of the decision to conclude such a transaction, then the transaction must be preceded by a unanimous decision to approve it by the board of directors of the company (clause 2 of article 79 JSC Law).
In the event that the subject of the transaction is property, the value of which is more than 50% of the book value of the company's assets, the decision on its approval must be made by the general meeting of shareholders by a three-quarters majority of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders (clause 3 article 79 of the JSC Law).
The situation in which such a transaction, by virtue of the provisions of the company's charter, is also subject to approval by the board of directors, since it meets the criteria specified by the charter, is not directly regulated by law. However, in our opinion, the decision of the board of directors is not required in this case. Let's explain in more detail.
The JSC Law does not allow for the possibility of changing the rules provided for in it for delimiting the competence of the company's management bodies. The General Meeting of Shareholders is supreme body society management. Issues related to its competence cannot be transferred to the decision of the board of directors, with the exception of issues provided for by law (clause 2, article 48 of the JSC Law). The General Meeting of Shareholders is not entitled to consider and make decisions on issues that are not within its competence by law (clause 3 of the same article). In turn, the board of directors of the company is not entitled to make decisions on issues referred by law to the competence of the general meeting of shareholders (clause 1, article 65 of the JSC Law).
Thus, the JSC Law establishes the principle of delimitation of the competence of the company's management bodies. Each of these bodies has its own terms of reference. The solution of the same issue cannot be attributed by law or by the charter simultaneously to the competence of several management bodies of the company.
In view of the foregoing, since in the situation under consideration the transaction is subject to mandatory approval by the general meeting of shareholders, the provision of the charter on the need for its approval by the board of directors conflicts with paragraph 3 of Art. 79 of the JSC Law and should not be applied.
Confirmation of the above can be found in the practice of arbitration courts. In particular, as pointed out by the Federal Arbitration Court of the Moscow District in Resolution No. KG-A40/10297-07 dated 08.10.2007, the provision of the company's charter regarding the assignment of acquisition of stakes in other enterprises to the competence of the board of directors does not indicate the need for separate approval of the transaction, since due to the mandatory requirements of the law, a transaction in which there was an interest was subject to approval by the general meeting of shareholders. We believe that a similar logic should be applied to the situation under consideration.
The texts of the documents mentioned in the experts' response can be found in the reference legal system
The Class Hall is a new addition to the game with the release of Legion. The class hall is a zone in which members of the class can perform various actions.
For example:
- return the points invested in the properties of the artifact;
- change the appearance of the artifact;
- Complete a class hall mission with hired champions and units
- delve into the history of the class and artifact by completing special tasks;
- purchase sets of combat and decorative equipment from the quartermaster;
- Earn a reward for completing a dungeon in Advanced Mythic difficulty.
Initially, class halls were often compared to garrisons, but now the differences have become clear. Below, we’ll cover how to get to the class hall the first time you spawn in the Broken Isles, and how to manage champions and units.
Most classes can enter their stronghold through portals located throughout Dalaran. Moreover, for each class there is a separate portal that cannot be used by characters of another class:
Where are the portals located?
- For and: in the hall of the Alliance / Horde;
- For: on the airfield;
- use Glide to get to one of the islands near Dalaran;
- can get into their stronghold through secret passages that are in some buildings in Dalaran;
- : Portal next to Underbelly;
- : through a special network of griffin flights;
- , and can create portals themselves.
- Skyhold, Stormheim
Video - comparison of Legion class halls and Draenor garrisons:
Halls of each class
Each class hall will have some unique features.
For example:
- Rogues have an additional NPC to access the Black Market Auction.
- Druids in the stronghold have portals to the main natural locations.
- Warriors can arrange duels in a special arena.
How to unlock class hall missions
Accessing class hall quests/missions is easy:
- Once in Dalaran, complete the quest to obtain an artifact and gain access to the Order Hall.
- On the command table, select the location where you plan to level up to level 110.
- Just level up until you reach 325 Artifact Power.
- Return to Dalaran - get a short quest chain similar to the quest to get an artifact.
After completing this chain, you will have access to four things:
- Multiple champions (fellows)
- to your first squad
- Class hall upgrade system
- Order Hall Mission UI
Further access can only be obtained at level 103 - upon returning to the class hall, you will again be given a task, after which you will unlock the second type of unit and 2 more champions.
By the way, completing this chain unlocks the Artifact Weapon Skin for the Fight in Style: Classic Look achievement.
Class Order Campaign Completion
To complete the class hall campaign, you need to reach level 110.
During the campaign, you will get a lot of nice things:
- Stronghold Resources and Artifact Power
- Level 810 Bracers from the Class Hall Set (for 6 champions)
- Stronghold Set Level 830 Chest (Campaign Completion)
- The rank associated with your class (for example % Shadow Blade for horns)
- The third relic slot in your artifact
- Another artifact skin for the achievement Forged for Battle
Class Hall Resources
In Legion, the garrison has been replaced by a stronghold, in which players of the same class will work together to resist the invasion of demons. The development of the stronghold will take place at the expense of a new currency - class stronghold resources, which will be used to hire units, complete missions and orders, you need to improve your stronghold
They can be obtained by completing normal and world quests, completing the class hall campaign, finding treasure, and killing rare monsters.
It will always be useful to have 1000-2000 resources in reserve for rare missions and artifact research. The rest can be spent on upgrading the stronghold or class equipment.
Note: unlike the garrison, in the Legion you do not receive Order Resources for completing missions!
Where to get Order Hall Resources
1. Class Hall Campaign (100-5000 resources)
For completing certain tasks in the class hall campaign, the player will receive garrison resources. Basically, their number will not exceed a couple of hundred, but after reaching level 110, tasks for both 1500 and 5000 resources will appear.
2. World Quests (350-1000 resources)
Once a week, the player will be able to complete a quest to kill world bosses, the reward will be 1000 Order Hall Resources. The rest of the world quests will bring 350-450 each.
Class Hall research, such as Church Tithing, will help increase the effectiveness of quests - you will get more Class Hall Resources from them.
3. Quests to complete 4 world quests (600 resources)
Sometimes there are quests to complete 4 world tasks. For example, let's take the Farondis Court, the reward for which will be the Farondis Safe. The safe has a high chance of dropping 700-950 resources.
4. One-time bonus tasks (200 resources)
As in Draenor, bonus quests sometimes appear on the map - they are indicated by two crossed swords. However, they are available only in the process of leveling the character and disappear after level 110.
5. Rare mobs and world quests to kill them (70 resources)
The reward for killing rare mobs can only be received once. For killing mobs in the process of completing WANTED world quests, the player will also receive 70 resources.
6. Treasure chests (35-225 resources)
In the process of Legion locations Small Treasure Chest and Treasure Chest , which can contain 35-225 Order Hall Resources. The larger the chest, the more resources it contains.
Maps can be purchased from each of the Legion factions, which indicate the location of treasures in a specific location of the Broken Isles:
| Court of Farondis | Azsuna |
| Tribes of Highmountain | Highmountain |
| Dream Weavers | Valshara |
| Valarjars | Stormheim |
| Nightfallen | Suramar |
You will also find treasure maps in our articles on Legion locations (right column from the table above)
Video about the Class Hall Resource bonus:
What to spend Order Hall Resources on?
In this section, we will tell you how and where you can spend Order Hall Resources.
1. Researching class hall upgrades (total 39050 resources)
The figures given are for the month.
Class Hall upgrades provide the player with various bonuses or buffs while completing quests in the Broken Isles. For example, the Armed with Faith upgrade will allow you to use more legendary items on your character.
In proportion to the cost, the duration of research also increases:
- Research for 1000 stronghold resources will last 7 days
- 10 days will take 10,000
- 12 days - 12500
- 14 days - 15000.
Think carefully about your choice, because you will need to pay additional Class Hall Resources for a shift.
2. Artifact research (12500 resources)
It takes 25 Artifact Data research, each costing 500 resources, to max out Artifact Power.
3. Upgrading Class Hall Equipment (29000 resources)
Class set items can be upgraded to level 840. For example, to upgrade the Regalia of the High Priest, you will need:
Don't invest as much as possible in gear until you've upgraded your class hall.
4. Completing class hall quests (50-1000 each)
Rare dungeon and raid missions reward Nightmare Treasure Chest , each mission costs 500-1000 Order Hall Resources. Some missions are tied to the stronghold campaign, they will cost less - 50 Resources.
In addition, there are missions for which the player receives gold, artifact power, experience, or equipment or experience for the champion. They cost 100-200 Order Resources.
5. Hiring troops (20-85 for each).
In the class hall, the player will have the opportunity to hire troops to go on missions. Thus, it is possible to carry out several missions at the same time.
Troops run out over time - one group can only be used 2-3 times, then you need to hire a new one.
Small Squad:
- Cost: 20 resources
- Mission success rate: +15%
- Usable: 2 times.
Large group:
- Cost: 30 resources
- Mission success rate: +30%
- Usable: 3 times
Leveling the class hall in the Legion
The leveling system allows you to spend Order Resources on learning Order Hall upgrades.
The system is very similar to leveling artifact talents, where Hall Resources is Artifact Power and Class Hall is Artifact.
At the start of the Legion, stronghold upgrades require a lot of resources and take a lot of time.
In total, 6 levels (tiers) of improvements are available; at each level, you can choose from two options, with options varying for different classes.
A table with the cost and time of research, change of choice and requirements by level (RO = Order Resources):
| Improvement level | pumping | Change of choice | Need a level |
| Tier 1 | 50 RO / 2 hours | 500 RO / 1 day | 100 |
| Tier 2 | 500 RO / 4 hours | 2000 RO / 3 days | 105 |
| Tier 3 | 1000 RO / 7 days | 110 | |
| Tier 4 | 10000 RO / 10 days | ||
| Tier 5 | 12500 RO / 12 days | ||
| Tier 6 | 15000 RO / 14 days |
Which upgrades to choose for the class hall
In this section of the guide, you will find tips for choosing upgrades at each level of the class hall.
Level 1
For the duration of leveling, for all classes, it is better to choose to increase the chance of getting an item of a cooler quality as a reward for tasks.
After reaching level 110 and completing most of the tasks that could give good equipment, it is better to choose an increased chance of mission success.
Level 2
The choice of improvements depends on the class:
| Death Knights and Paladins | It is better to take the option with a mount. The second option is worth taking only if you do not have enough champions to neutralize threats on missions. |
| Demon Hunters and Warlocks | At the start of the Legion, when you need equipment, it is more profitable to take the second option - for additional loot and buffs. Closer to the raids, you can choose anything |
| Druids | Additional items - at the start of the Legion, reducing the time of missions - later. |
| Hunters and Mages | Prior to the introduction of flight in the Legion, the Broken Isles option seems to be preferable; then - according to the situation. |
| Monks, Priests, Shamans | For the duration of pumping - an option with a buff; at level 110 - improving units. |
| Rogues | A storage voucher is always better. |
| Warriors | Additional loot - at the beginning of the Legion, mission time reduction - later |
Level 3
If you have just started dressing up your champions, choose the option that allows you to complete work orders for equipment or receive it from missions.
When the champions are equipped with good equipment, choose to increase the number of units.
Level 4
As a rule, upgrading large units provides the most benefit - as only in this case it will be possible to neutralize the threat of the boss without champions.
Level 5
Level 6
At the last level of improvement, you don’t have to choose anything, since only one option is available - the ability to wear 2 legendary items on the character at the same time.
Class Hall Champions
Champions are famous members of your class that can be recruited during the class hall campaign.
You can:
- Send champions on missions
- Recruit them as combat comrades to help you in the Legion
Each class has its own set of unique champions tied to the game's story. Each class hall has 8 champions, but only 5 of them can be active at a time.
If you have more than 5 champions, a part needs to be "deactivated". To then return it to work again, you will need to pay 250 gold.
How to get champions in WOW Legion
All champions are unlocked as the Hall campaign progresses. Once you complete the first quest chain after getting 325 Artifact Power, you will receive your first champions.
At level 103, you can complete another quest chain and unlock 2 more champions.
The remaining champions will unlock as you progress through the Class Hall Campaign.
Useful video on class hall comrades-in-arms:
How to dress champions in WOW
New slots for champion equipment open up as they level up and improve in quality (similar to the companions of the garrison in Draenor).
The first equipment slot is unlocked when a champion reaches a rare quality (blue); the second slot is when it reaches epic quality (purple).
To prepare a champion for battle, you need to find him some equipment. It can be obtained in the following ways:
- Class Hall Missions
- World Quests
- hidden treasures
- Faction Envoy Mission Rewards
- Leveling a class hall
Champion items can be broken down into 6 categories.
1. Increasing the likelihood of success
- Increases by a certain amount for all missions
- Increases only for missions shorter than 4 hours
- Increases only for missions longer than 8 hours
2. Decreased execution time
3. Comparability of associates
Equipment that provides certain bonuses if certain types of allies are sent on a mission with the champion. Each class has its own set of items of the third category, which depends on the class hall.
There are two types of such items available:
- Increase success chance with certain small units
- Increase success chance with certain large units
4. Equipment of a combat ally
These items are only useful for combat companions, as they improve the player's rewards when completing World Quests with the champion.
Two types of such equipment:
- Increase Hall Resources Gained
- Increase in gold received
5. Consumable
Allows you to give champions and units certain beneficial effects before the battle.
Depending on your class, there are three types of such items:
6. Legendary Equipment
Legendary follower gear is different from other items because it's not easy to get.
Such equipment is much more powerful and often combines two of the effects mentioned above.
Legendary champion equipment is as follows:
- Increases the success of all missions by 15% + one thing:
- Reduces duration by 5%
- 15 gold for world quests with a follower
- Reduces the time of all missions by 15% + one thing:
- Increases mission success by 5%.
- 15 gold for world quests with a follower
- 25 RP when completing world quests with an ally
- Gain 100 RP for completing world quests with a champion + one of the following:
- Increases success by 5%
- Reduces duration by 5%
- 15 gold for quests with an ally
- Gives 50 gold from champion world quests + one:
- Increases success by 5%
- Reduces time by 5%
- 25 Order Resources from World Quests with a Follower
Leveling and quality of champions
The starting level of champions depends on where in the class hall campaign the player recruited them, but their default quality will be normal.
Regardless of the initial level of the champion, whether it is 103 or 110, he will still gain experience when completing tasks.
As soon as the champion reaches level 110, he begins to increase his quality up to epic. There are the following types of champions:
- Ordinary
- Uncommon - Unlocks the champion's second ability
- Rare - Unlocks the first equipment slot
- Epic - Unlocks a second equipment slot
| Level | Required amount of experience | Total Experience Gained |
| 101 | 200 | 200 |
| 102 | 400 | 600 |
| 103 | 600 | 1 200 |
| 104 | 800 | 2 000 |
| 105 | 1 000 | 3 000 |
| 106 | 1 500 | 4 500 |
| 107 | 1 750 | 6 250 |
| 108 | 2 000 | 8 250 |
| 109 | 2 700 | 10 950 |
| 110 | 3 000 | 13 950 |
Champion/fellow quality and required experience:
| Unusual | 8 000 | 21 950 |
| Rare | 20 000 | 41 950 |
| Epic | 100 000 | 141 950 |
Champion Item Tier
Upon reaching level 110, the champion will be wearing ilvl 760, and the player will be able to start improving the equipment of the ward. The higher the item level, the more difficult tasks the champion will be able to complete. The maximum item level is 850.
The following champion gear upgrades are available:
- Heavy Armor Set : +5 ilvl
- Reinforced Armor Set : +10 ilvl
- Impenetrable Armor Set : +15 ilvl
Champion equipment upgrades can be obtained by completing class hall quests from the table, or by upgrading the hall itself in Tier 3. When assigning champions to quests, be sure to match the level of the quest with the champion. The closer they are in level, the more experience the champion will receive.
Champion Abilities
All champions have pre-assigned abilities. The first is available immediately, and the second is unlocked upon reaching Uncommon quality.
Abilities are designed to cover one or another threat that arises during the execution of tasks of the stronghold from the table. In the process of completing the task, a threat from the boss and a secondary threat arise. If they are not taken into account, then the percentage of successful completion of the task will be reduced. The following secondary threats exist:
Combat satellites
Some champions have the ability - combat satellite. Thanks to her, the selected champion with this trait will help you during your journey through the Broken Isles. Some follower abilities are procs, while others are active, meaning they can be called on demand. It is worth noting that in dungeons, in battlegrounds and in most scenarios, they will not follow the player.
- proc abilities
These abilities work with certain condition. For example, if a player starts a battle or takes damage. They also have an internal timer.
- Active abilities
Some champion abilities add an additional button to the character's panel, by pressing which, the player will be able to summon the champion. The cooldown of such abilities varies from 2 to 5 minutes.
- bodyguards
Among the rest of the champions, it is worth highlighting the NPC with the bodyguard ability. They will follow you everywhere, they can hold aggro and use spells and abilities. If they die, they will quickly return to the battlefield.
Each class will have 4 champions that can be assigned to the place of a combat ally, as well as at least one Bodyguard.
Appointment of a combat companion / ally
A combat follower can be assigned on the quest table in the hall. The quest tab will show an empty slot where you can insert a champion icon, this will cost 50 order resources. You can remove a champion from this slot for free, and there is no cd for reassigning a combat ally.
Once a player has designated a champion as a combat follower, they are no longer available for quests through the table in the hall. Also, to change equipment, you will have to temporarily remove the champion from this position. For each task completed with the player, a combat ally will receive 150 experience. This way they move faster.
Update: In early September, Blizzard talked about a new mobile application for the stronghold - WOW Companion.
It will allow players to control the stronghold from their phone:
- Upgrade class stronghold upgrades and change them;
- Deal with equipment for associates and equip them;
- Start and complete missions (rewards will be in the character's bags when entering the game);
- See on the map world quests available for the character.
Order units
In addition to champions, a significant role in the stronghold of the class is played by Detachments.
Each squad has different indicators - for example, survivability. You can send troops on missions, but when survivability runs out, they will die and you will need to recruit new troops.
Units have no equipment, no levels, no experience - they're just food to distract the monsters while your champions are on a mission.
Squads cannot complete Order missions alone - they must always have a champion with them. Adding squads to missions is optional, and only affects the chance of mission success (+15% for a small squad and +30% for a large squad).
How to hire a squad
To hire a squad, you just need to find a special NPC in the class hall, and create a work order with him. This will cost some order resources (20 RP for a small unit, 85 RP for a large one) and take 30 minutes.
Four classes - Death Knights, Druids, Mages and Monks - can hire a special type of unit. Its creation takes 12 hours, but this unit is stronger than others: it gives +30% to the chance of mission success and additionally resists certain boss abilities.
To pick up a hired squad, simply use the item that will appear next to the NPC you recruited them from.
Restrictions on the number of units
There is no limit on the number of squads you can hire, but there is a limit on the number of squads that are active and alive at the same time. Standard troop size is 3 small units and 2 large units. The limit for special units is no more than one at a time.
The only way to increase the size of your troops is to improve the stronghold at level 3 (+1 unit).
Squad Vitality
In the mission interface, you can see heart icons next to the squad icon - these hearts show the squad's survivability.
Initial values:
- Small squad - 2 hearts
- Large squad - 3 hearts
- Special squad - 1 heart
Each time the squad completes a stronghold mission, they lose one heart (regardless of the outcome of the mission). When all the hearts of the squad run out, it will die and be removed from your troops.
Some classes have abilities that allow you to restore survivability, such as Shattered Souls (Demon Hunter) or Pain Suppression (Priest).
Please note that a unit only loses one heart for normal missions, but there are missions in the Lethal category - for them you must find a unit or champion that will counter the lethal threat. If you don't find it, the squad will lose all survivability and die.
Class Order Missions
Just like in Draenor, you can send champions and units to complete missions. To start the mission, go to the command table in the Order Hall.
Mission Interface
The interface remains the same as in the garrison: there is a tab with all available missions, there is a tab with missions already in progress. Here we can also hire a champion who will run with you around the Broken Isles.
On the Companions tab, you can see all your units and all champions, improve their equipment, see abilities, etc.
How to start a mission in the stronghold
To start a mission in a Class Hall, do the following:
- Open the mission interface through the command table
- Select the mission you want to complete
- Assess the threat each adversary poses
- Choose champions and units that neutralize as many threats as possible
- Click the "Start Mission" button
Mission Threats
There are 5 types of threats that you can face during missions:
Each mission can have 1 to 3 threats - and you can usually take them all out.
Additional Rewards
Regardless of which stronghold followers you send on a mission, the chance of success can be almost doubled. If you do this, you can get additional rewards.
How the probability of receiving additional rewards is calculated:
- If the mission success probability is 150%, this is a 100% chance to successfully complete the mission and a 50% chance to get additional loot.
- If the success rate is 200% - this is a 100% mission success and a 100% chance of receiving additional rewards.
Additional loot depends on the main mission reward:
Mission types
There are 4 types of missions available in the class hall in the Legion:
- Ordinary: the most frequent type of missions; rarely give anything other than gold, artifact power, and experience.
- Quests: related to the class hall campaign, they must be completed if you want to develop the class hall. Usually they give only the power of the artifact as a reward.
- Treasure: Unlocked when your champions reach 800 (dungeon) and 820 (raid) gear. As a reward for such missions, you can get equipment and weapons for champions, as well as the Blood of Sargeras.
- Cosmetic: Very rare missions that reward you with fun items like pets or toys.
List of pets and toys rewarded for class hall missions:
Class Hall Achievements
All achievements can be found in the Class Hall > Missions menu.
In general, there are few achievements and almost all of them can be completed simply by completing the class hall campaign, completing missions and recruiting units.
There are no special rewards for achievements in the class hall.
Class Hall Armor Sets
Each class has unique 8-piece armor sets that can only be purchased at the class hall. By appearance these sets are similar to the Mists of Pandaria challenge mode sets, but there are some minor changes.
Each part of the kit is obtained in a different way:
- Helmet - for the quest in the class hall
- Bracers - for hiring 6 followers for the class hall
- Gloves - Requires Honored with the Nightfallen faction
- Pants - Requires Revered with three Broken Isles factions
- Feet - you need to kill the last boss in all Legion dungeons
- Chest - for completing a campaign in a class hall
- Belt - Earn 50,000 Artifact Power points
- Shoulders - Exalted with the Nightfallen faction
At the same time, different parts of the kit have different item levels. To increase the level of an item, you need to buy a token, for which there are certain requirements:
- Upgrade to level 810 - Honored with the Nightfallen;
- Upgrade to level 825 - Required to kill the last boss in all Legion dungeons (on any difficulty);
- Upgrade to 840 Exalted with the Nightfallen.
We hope this guide to class halls, champions and missions in WOW Legion will help you understand all the intricacies of class halls.
In practice, situations often arise when subsequent approval of a major transaction or a transaction in which there is an interest is required (that is, at the time of the conclusion of the transaction, the relevant decision was not made by the general meeting or the board of directors). Is it possible? Is Article 183 of the Civil Code of the Russian Federation applicable to legal relations related to the conclusion of a major transaction if the procedure for its conclusion is violated? Is the body of the legal entity its representative? There are no clarifications by the Supreme Arbitration Court of the Russian Federation on these issues. How to be?
According to Art. 45, 46 of the Federal Law of February 8, 1998 No. 14-FZ “On Limited Liability Companies (hereinafter referred to as the LLC Law) and Art. 78, 79, 81 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” (hereinafter referred to as the JSC Law), the decision to conclude transactions falls within the competence of the general meeting of participants or the board of directors elected by the decision of the participants. Obviously, the restrictions regarding the procedure for making this transaction are established solely in the interests of the participants (shareholders) of the company.
In accordance with paragraph 5 of Art. 45, paragraph 5 of Art. 46 of the LLC Law, as well as paragraph 6 of Art. 79, paragraph 1 of Art. 84 of the JSC Law, an interested party transaction, as well as a major transaction made in violation of the requirements provided for by these laws, may be declared invalid at the claim of the company or its participant (shareholder). Thus, these transactions are voidable, and not void, if they are made in violation of the established procedure (without a corresponding decision of the board of directors or the general meeting) or violate the rights of the company's participants.
These laws do not contain an indication of the possibility of subsequent approval of such transactions by a decision of the company's participants (board of directors). The only way to believe that a voidable transaction made in violation of the law can be approved in the future is the application of the norms of Art. 183 of the Civil Code of the Russian Federation. So, in the absence of the authority to act on behalf of another person or in excess of the specified authority, the transaction is considered concluded on behalf of and in the interests of the person who made it, unless the other person (represented) subsequently directly approves this transaction.
The subsequent approval of the transaction by the represented creates, changes and terminates for him civil rights and obligations under this transaction from the moment of its completion. It would seem that there is every reason to believe that by making a transaction without an appropriate decision of the meeting (board of directors), the director or a person acting on his behalf by proxy exceeded his authority, therefore, Art. 183 of the Civil Code of the Russian Federation.
Dilemma
In judicial practice, a number of questions arise, for example: is the general director (body of a legal entity) a representative of this legal entity; whether the provisions of Art. 183 of the Civil Code of the Russian Federation?
The Information Letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated October 23, 2000 No. 57 “On Some Issues in the Practice of Application of Article 183 of the Civil Code of the Russian Federation” (hereinafter referred to as Information Letter No. 57) states that in cases where the authority of a legal entity exceeds its powers (Article 53 of the Civil Code of the Russian Federation) when concluding transactions, point 1, art. 183 of the Civil Code of the Russian Federation cannot be applied.
In this case, depending on the circumstances of a particular case, the court must be guided by Art. 168, 174 of the Civil Code of the Russian Federation, taking into account the provisions of the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 14, 1998 No. 9 “On Certain Issues in the Practice of Applying Article 174 of the Civil Code of the Russian Federation” (hereinafter referred to as Resolution No. 9). From the information letter No. 57 it is impossible to determine why paragraph 1 of Art. 183 of the Civil Code of the Russian Federation cannot be applied if the authority of the legal entity exceeds its powers, since there is no justification.
However, it can be assumed that the answer to the question of whether the body of a legal entity is its representative is reflected in the legislation of the Russian Federation. So, according to Art. 53 of the Civil Code of the Russian Federation, a legal entity acquires civil rights and assumes civil obligations through its bodies acting in accordance with the law, other legal acts and founding documents.
According to Art. 153, 154, 160 of the Civil Code of the Russian Federation, transactions are recognized as actions of citizens and legal entities aimed at establishing, changing or terminating civil rights and obligations. For the conclusion of the transaction, the expression of the agreed will of the parties is necessary. A transaction in writing must be made by drawing up a document expressing its content, signed by the persons making the transaction or duly authorized.
According to paragraph 3 of Art. 53 of the Civil Code of the Russian Federation, the body of a legal entity acts on its behalf and acts in the interests of the represented legal entity, and in accordance with paragraph 1 of Art. 182 of the Civil Code of the Russian Federation, a representative makes transactions on behalf of the represented person. In both cases, the legislator speaks of actions on behalf of and in the interests of the represented person. Thus, the body of a legal entity performs the functions of a representative in relations with third parties.
The performance of these functions is based on the law, therefore the body of the legal entity (director) acts without a power of attorney. Accordingly, the rules on representation should be applied to relations involving the body of a legal entity.
In accordance with Part 3 of Art. 40 of the LLC Law, the sole executive body of the company:
- acts on behalf of the company without a power of attorney, including representing its interests and making transactions;
- issues powers of attorney for the right of representation on behalf of the company, including with the right of substitution.
Thus, he "represents" the society and issues powers of attorney for the right of representation.
In accordance with Art. 69 of the JSC Law, the sole executive body without a power of attorney acts on behalf of the company, including representing its interests. The question arises: is the sole executive body entitled to represent the interests of the company and not be considered as its representative?
note
According to Art. 182 of the Civil Code of the Russian Federation, a transaction made by a representative by virtue of an authority based on a power of attorney, as well as the instructions of the law, changes and terminates the civil rights and obligations of the represented. Thus, if a transaction is made by an unauthorized person or by a person who has exceeded his authority, this means a gross violation of these requirements of the law.
Negligible or disputed?
According to Art. 168 of the Civil Code of the Russian Federation, a transaction that does not comply with the requirements of the law and other legal acts is void, unless the law establishes that such a transaction is voidable or provides for other grounds for violation. If we assume that Art. 183 of the Civil Code of the Russian Federation does not apply when the sole executive body of a legal entity that is not its representative exceeds its powers, then the only article regulating its actions remains Art. 174 of the Civil Code of the Russian Federation. By virtue of this provision, a transaction may be declared invalid if the powers of the sole executive body, established by the constituent documents, are contrary to law.
note
When making a major transaction and an interested party transaction, the general director is limited not by constituent documents, but by law and, thus, Art. 174 of the Civil Code of the Russian Federation cannot be applied to these legal relations.
The Presidium of the Supreme Arbitration Court of the Russian Federation recommended that, in cases where the authority of a legal entity exceeds its authority (Article 53 of the Civil Code of the Russian Federation), depending on the circumstances of the case, Art. 168, 174 of the Civil Code of the Russian Federation, taking into account the provisions of Decree No. 9 (clause 2 of the information letter No. 57).
In this resolution, when the sole executive bodies of legal entities exercise the authority to conclude transactions, Special attention drawn to the fact that Art. 174 of the Civil Code of the Russian Federation does not apply in cases where these persons acted in excess of the powers established by law.
In these cases, Art. 168 of the Civil Code of the Russian Federation. Obviously, cases related to violation of the procedure for making major transactions and transactions with interest cannot be classified as cases where the powers of the body are limited by constituent documents, since they are limited by law. Thus, Art. 174 of the Civil Code of the Russian Federation cannot be applied based on the circumstances of such cases (as indicated in the information letter No. 57). In this case, it remains only to be guided by the norms of Art. 168 of the Civil Code of the Russian Federation.
With regard to major transactions and related-party transactions, as mentioned above, the law expressly provides for their voidability.
By itself, the refusal to apply Art. 183 of the Civil Code of the Russian Federation regarding legal relations related to the excess of authority by the General Director, does not prevent the interested person from declaring the transaction invalid as not complying with the law (on the grounds of nullity or voidability).
note
Refusing to apply Art. 183 of the Civil Code of the Russian Federation to legal relations arising as a result of exceeding the powers when the director concludes major transactions and transactions with interest (apparently, not recognizing him as a representative of the company), the question arises: can such transactions be approved subsequently?
This discussion has a negative impact on the development of a unified law enforcement practice and does not contribute to the stability of economic turnover.
So, if the representative of the general director by proxy makes a major transaction or a transaction in which there is an interest, the question of the possibility of its subsequent approval should not arise, since all the signs of Art. 183 of the Civil Code of the Russian Federation:
- the transaction was made by a representative by proxy;
- the representative exceeded his authority, as the decision of the meeting (board of directors) to complete the transaction was not adopted.
If such a transaction is made by the director and the norms of Art. 183 of the Civil Code of the Russian Federation will not be applied (information letter No. 57), there is room for discussion - can such a transaction be approved in the future?
Postponement deal
The fact that the sole executive body cannot act as a representative of a legal entity is confirmed by arbitrage practice(Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated January 10, 2003 No. 6498/02). So, based on the court case, despite the fact that the transaction was made by the chief accountant, acting on behalf of the general director and forging his signature (that is, acting without authority), the Supreme Arbitration Court of the Russian Federation considered it possible not to apply any of Art. 174, no art. 183 of the Civil Code of the Russian Federation. A more logical argument was used by the Federal Antimonopoly Service of the Moscow District (Decree No. KG-A40/2495-04 dated April 16, 2004), pointing out that the chairman of the board of the company is its representative and the norm of the law on representation is applicable to him (Article 182 of the Civil Code of the Russian Federation).
The same argument in support of the argument that the CEO is a representative of the company was expressed by the Supreme Arbitration Court of the Russian Federation in paragraph 13 of the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated April 21, 1998 No. 33 “Overview of the practice of resolving disputes in transactions related to the placement and circulation of shares”. The court pointed out the following. The shareholder organization filed a claim to invalidate the share purchase and sale agreement concluded on its behalf by a representative who had a power of attorney with the joint stock company issuing these securities.
The plaintiff substantiated his claims by the fact that the representative, carrying out the transaction, acted to the detriment of the interests of the principal and in violation of the law, in connection with which the shares were sold at a price significantly lower than the market price. A violation of the law was also committed on the part of the buyer - a company that acquired the shares it issued from a shareholder without complying with the requirements of the JSC Law. When checking the materials of the case, it was established that the representative of the plaintiff, who concluded the contract of sale by proxy of the latter, was at the same time the general director of the company, whose shares were the subject of the transaction.
In accordance with paragraph 3 of Art. 182 of the Civil Code of the Russian Federation, a representative cannot make transactions on behalf of the person represented in relation to another person, whose representative he is also. The General Director of JSC violated this requirement, since he concluded an agreement on behalf of the plaintiff in favor of the company, the executive body of which he was and on behalf of which he made transactions by virtue of his position. Under these conditions, the contract concluded by him on the basis of Art. 168 of the Civil Code of the Russian Federation is void.
note
This information letter of the Supreme Arbitration Court of the Russian Federation unambiguously confirms the fact that the general director of the company is its representative, that is, by virtue of the law and direct indication in the charter, the interests of the company without a power of attorney.
The opposite position was taken by the Presidium of the Supreme Arbitration Court of the Russian Federation (Decree No. 6113/02 of October 8, 2002), according to which the bodies of a legal entity cannot be considered as independent subjects of civil legal relations (Article 53 of the Civil Code of the Russian Federation). When concluding transactions, paragraph 1 of Art. 183 of the Civil Code of the Russian Federation cannot be applied.
Denying the possibility of subsequent approval of a major transaction or an interested party transaction concluded by the CEO in excess of his authority, that is, without applying Art. 183 of the Civil Code of the Russian Federation (the right not to apply in this case part 1 of article 183 of the Civil Code of the Russian Federation was granted to the courts by information letter No. 57), the court thereby creates an ambiguous situation.
If the transaction were made by a representative by proxy, then the possibility of subsequent approval should not have been controversial. However, if it is committed by the General Director of Art. 183 of the Civil Code of the Russian Federation is no longer applied, based on the provisions of the information letter No. 57.
The situation becomes more difficult if we turn to the content of the resolutions of the Plenum of the Supreme Arbitration Court of the Russian Federation. Thus, according to clause 20 of Decree No. 90/14 of 09.12.99 “On Certain Issues of the Application of the Federal Law “On Limited Liability Companies””, an interested party transaction or a major transaction concluded on behalf of the company by the general director or authorized them a person with violations of the requirements provided for by Art. 45, 46 of the Law on LLC (that is, with excess of authority in the absence of a decision of the meeting of participants or the board of directors), is rebuttable and may be declared invalid by the court at the suit of the company or its participant.
If by the time such a claim is considered by the general meeting of participants (in appropriate cases, by the board of directors of the company), a decision is made to approve the transaction, the claim to declare it invalid is not subject to satisfaction.
According to paragraph 1 of Art. 83 of the Law on JSC, a transaction in which there is an interest must be approved before it is made by the board of directors of the company or the general meeting. A similar provision contains paragraph 34 of the resolution of the Plenum of the Supreme Arbitration Court dated November 18, 2003 No. 19 “On Certain Issues of the Application of the Federal Law “On Joint Stock Companies””. Thus, there is no possibility of subsequent approval for related-party transactions.
Major transactions in accordance with paragraph 6 of Art. 79 of the JSC Law can be approved after they have been completed, however, this practice seems to be applied in exceptional cases. At the same time, such a practice of making transactions on an ongoing basis cannot meet the interests of shareholders and society.
If a major transaction is made by the general director of the JSC or a person authorized by him, in the absence of a decision of the board of directors (supervisory board) or the general meeting, it is invalid. However, such a transaction may be recognized by a court as having legal force and creating rights and obligations for the company arising from it, if during the consideration of the dispute it is established that the transaction was subsequently approved by the board of directors (supervisory board) or the general meeting.
At the same time, the FFMS of Russia recommends that joint-stock companies approve all major transactions even before they are completed. After all, the lack of prior approval makes the transaction voidable, which creates the risk of its invalidation and creates instability in the company's relations with counterparties. This is indicated in paragraph 1.2 of Ch. 6 of the Code of Corporate Conduct of 05.04.2002, the provisions of which the state regulator recommends to be guided by all joint stock companies created on the territory of Russia (Decree of the Federal Commission for the Securities Market of Russia dated 04.04.2002 No. 421 / r).
Army of the Light are allies in the fight against the Legion. http://ru.wowhead.com/npc=120738 - this is the leader of the army of light, there was no news about him for a very long time. He returned to witness the fall of the Legion. Next, we will tell you what to do in order to quickly gain Exalted with them and win good trophies.
http://www.wowhead.com/item=153114 gives you a 200% chance to earn more reputation in the Broken Isles. Valid for two hours.
http://www.wowhead.com/item=153113 allows you to purchase 1,000 reputation points in the Broken Isles and Argus.
Reputation set:
This manual will tell you about the ways that will help to pump up the reputation with the Army of the Light, it is acquired for doing small tasks in Argus, using the table in the Vindicaar.
Overwhelming Energy will be the main quest, which is how you get seventy-five reputation points, but you need it in order to get permission for simple tasks.
One of the simple and effective options for increasing the reputation of this faction is to complete elementary tasks, each quest will bring you seventy-five reputation units. In order to get permission for object tasks, you need to make plot ones, that is, complete a connecting chain for each object task.
Krokuun equipment is the acquisition of permission to complete the tasks of the stronghold and the associates of Argus. To do this, you need to complete the task http://ru.wowhead.com/quest=48441 , the duration of which is sixteen hours. The task cluster is located on board the Vindicaar, coordinates: sixty-nine and fifty-four, after which they do not return to the stronghold. When you complete the first task, you will have permission to complete tasks with trophies in the form of tokens, they will help to increase your reputation.
Reputation "Perfect" Army of the Light
The player is given a task to complete with a Virtue of Light reward for every thousand points of reputation acquired above the Exalted and Glowing Chest.
Reputation Rewards with Army of the Light
The Army of the Light Quartermaster is on the Vindicaar at coordinates forty-three, seventy-three. The quartermaster is Vindicator Jaelaana. He asks for gold as payment, but you need to have a certain level of reputation to make a deal. When the conversation with the Quartermaster ends, the faction representative immediately gains the Friendly reputation level and is given a discount that corresponds to the reputation status.
Indifference
sunshine in this moment anyone can acquire, regardless of what reputation status he has. The cost of five Radiance of the Sun is ten gold. A weak energy cocktail acts as a purchase, after taking it, the character acquires a beautiful sparkle.
Friendliness
The character Jeweler can be purchased in order to immediately ridicule http://ru.wowhead.com/item=152726 , its cost is nine gold. Scribes in order to make a new symbol of the priests can buy Technique: a symbol of the generation of Light, its cost is one hundred gold. She reincarnates the Fiend of Darkness into the Spawn of Light.
Respect
Equipment from the Hall of the Triumvirate is well suited for http://www.wowhead.com/item=152400 , which costs five hundred gold.
Reverence
At this level, you can purchase recipes of the second level, the cost of one recipe is two thousand gold.
Gift of the Lightbearer is an updated version of the Primal Sargerite Blood Hunter's Gift from the Blood of Sargeras series. In order to make Sargerite, new recipes are needed. When using Gift of the Lightbearer, the player character will be surrounded by the dead bodies of defeated enemies for a short time. Treasure of Light that has primal sargerite. This ability has a cost of two hundred gold.
Exalted
The cost of http://ru.wowhead.com/item=152399 is three hundred gold. You need to purchase it from the Quartermaster after you raise your reputation to Exalted.
The Lightforged Exoskeleton becomes available after gaining Exalted reputation and costs 500,000 gold.
Loading...