Development corporate relations V modern Russia has passed a short but very specific path. If 10-12 years ago shareholders and participants were simply 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 and make claims against top management.
Both management and shareholders are interested in building new types of relationships 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 reporting 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 major transactions.
Legal essence of major transactions: where not to go wrong
What applies to major transactions?
A major transaction is a transaction related to 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 defining what constitutes a “major transaction.”
For joint stock companies, in accordance with the law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as Law No. 208-FZ), a major transaction is a transaction (including a loan, credit, pledge, guarantee) or several transactions related with the acquisition, alienation or 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 data financial statements as of the last reporting date, with the exception of transactions concluded in the normal course of economic activity, transactions related to the placement (sale) of ordinary shares of the company, and transactions related to the placement of issue 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 carried out by a joint-stock company are subject to the procedure for approving large transactions and which will be classified as large.
For limited liability companies, in accordance with the law of 02/08/1998 No. 14-FZ “On Limited Liability Companies” (hereinafter referred to as Law No. 14-FZ), transactions related to the acquisition, alienation or possible alienation of property, the value of which is 25 percent, are considered large transactions from the value of the company’s property, determined on the basis of the financial statements for the last reporting period preceding the day the decision was made to complete the above transaction, unless the charter of the LLC provides for a higher threshold for a major transaction.
For large transactions concluded by JSCs and LLCs, the following is common:
- a major transaction is associated with the acquisition, alienation, possible alienation of the company’s property;
- a transaction can be direct or a chain of interconnected transactions;
- the charters of companies may change and/or supplement the procedure and list of major transactions;
- Transactions made in the normal course of business are not considered major.
- For a JSC, a large transaction is considered to be 25 percent of the value of the assets, while for an LLC it is 25 percent of the value of the property.
This identity is not surprising, since all corporate legislation in our country was “cut according to the same patterns.”
What transactions can be classified as transactions carried out in the normal course of business?
This issue is very important, since the entire procedure for approval or (in its absence) invalidation of the transaction is connected with it. IN to a greater extent This applies to joint stock companies, since due to the specificity of their organizational and legal form, it is joint stock companies that have a large number of controversial issues.
At JSC, major transactions include not only loan, credit, and guarantee transactions. In accordance with paragraph 30 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19, transactions involving the assignment of claims, transfer of debt, and making funds as a contribution to authorized capital economic society in payment for shares (shares). And according to the norms newsletter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated March 13, 2001 No. 62, all special norms and requirements applicable to JSCs also apply to LLCs.
However, the greatest interest in consideration is not large transactions, but transactions made in the normal course of business. Unfortunately, the current legislation does not establish clear boundaries and definitions of what relates to current economic 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 credit officers misinterpret the concept of “a major transaction completed in the normal course of business.” So, this even means receiving loans for production development, purchasing equipment and components, etc.
Transactions concluded in the normal course of business include the following transactions:Example 1
A confectionery factory, created in the form of a closed joint-stock company, submitted documents to the bank to receive a large loan, the amount of which exceeds 25 percent of the value of its assets. The loan amount is 35,000,000 rubles, and the assets are 20,000,000 rubles. In the feasibility study for obtaining a loan, the joint-stock company indicated that this loan was taken to ensure production purposes, therefore it is not considered a major transaction and does not require the approval of the general meeting of shareholders. However, the bank refused to receive a loan, since such a transaction is classified as large 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. The company requested a loan to pay for current business operations.
- for the acquisition of raw materials and materials necessary for the implementation of production and economic activities;
- on implementation finished products;
- to carry out work;
- to obtain a loan to pay for current operations.
This is the list 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 classifying business transactions as large, arbitration courts proceed, first of all, from an analysis of the types of economic activities carried out by companies. And if a transaction is concluded in order to ensure the implementation of a certain type of economic activity or is directly caused by this type of economic activity, then it will be recognized as a transaction concluded in the course of ordinary business activity. This is confirmed by decisions of arbitration courts, in particular by decisions of the FAS Moscow District dated September 12, 2006 No. KG-A41/7615-06, FAS Northwestern District dated October 17, 2007 No. A56-51025/2006.Judicial and arbitration 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 norms 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 ordinary business activities (related to the acquisition of raw materials, materials, sales of finished products, etc.), regardless of the value of the property acquired or disposed of 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 current economic activity, it is necessary to confirm that it is carried out by the company on permanent basis and in his work there are other transactions of a similar nature.Judicial and arbitration practice
The Federal Antimonopoly Service of the North-Western District, in its resolution dated December 14, 2007 No. A21-4740/2006, indicated that in accordance with the charter of the limited liability company, the priority areas of its activity are the development and implementation of civil housing construction projects 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 obtain confirmation that the transaction relates to current economic activity. Confirmation that the transaction is carried out by the company on an ongoing basis is:Example 2
The limited liability company operates in the field of transport transportation. The company's property amounts to 1,000,000,000 rubles. Management decided to purchase commercial real estate worth RUB 800,000,000. Mistakenly believing that the transaction fell into the category of transactions related to ongoing business activities, the CEO did not obtain shareholder approval. In my own way economic nature this transaction did not belong to the category of current business transactions, but fell under the category of long-term investments. This transaction was not a transaction carried out by the company on an ongoing basis. Because of this, it was declared invalid.
- data from the 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 the typical and characteristic of this legal entity type of activity.
Mechanism for approving major transactions in a business company
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 requiring approval by the general meeting of shareholders. The division of transactions into those approved by various governing bodies depends on the value of the property that is the subject of the transaction.
The Board of Directors of the JSC 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 of article 79 of Law No. 208-FZ). If any member of the board of directors is absent, the meeting to approve a major transaction must be rescheduled to another date 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: those who died, who resigned early before the general meeting of shareholders. All other absences will not be considered justified and the approval decision made by a limited quorum 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 transaction 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) votes in favor of it. If the shareholders violated the procedure for approving a major transaction, then in accordance with paragraph 6 of Article 79 of Law No. 208-FZ, it will be declared invalid. Moreover, the invalidity of a 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 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 information letter No. 62 dated March 13, 2001 that in companies consisting of one shareholder, the written consent (approval) of a major transaction by the shareholder 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 a decision of the General Meeting is necessary, since in this case the full composition of shareholders will be considered a qualified majority.
The larger the assets of a joint stock company, the higher the threshold for 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, this practice exists in OJSC Mineral and Chemical Company EuroChem). This allows you to more quickly respond to emerging investment opportunities or other necessary large transactions with property: 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 for this possibility.
Judicial and arbitration practice
The above procedure for 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 subsequent approval of the transaction in accordance with Article 79 of Law No. 208-FZ, the procedure for completing the transaction is recognized as being observed and in compliance 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) may be created in limited liability companies if this is provided for in the charter. The range of issues resolved by the board of directors of the 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 ranges from 25 to 50 percent of the value of the company’s property.
However, in most cases, an LLC does not have a board of directors, and decisions are made by a general meeting of participants.
A major transaction approved by the general meeting of LLC participants in violation of the law can 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 transaction can be approved by him in writing, without drawing up minutes of the general meeting of participants. That is, the procedure is similar to the procedure adopted for a joint stock company.Judicial and arbitration 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 enter into 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 shareholders’ rights regarding approval of major transactions
The mechanism for ensuring rights is considered in relation to joint stock companies. In limited liability companies, the problem of ensuring rights is not so acute and is mainly associated with ousting one of the founders. And it’s not particularly difficult to notify several people, who almost always occupy administrative positions in the LLC, about holding a meeting.
Another thing is a joint stock company. Here, respect for shareholders' rights comes to the fore. Their loyalty and willingness to support all business initiatives depends on how well management can respect the rights of shareholders. In many large and dynamically developing Russian corporations For relations with shareholders, special divisions have been created to deal with issues of relations with shareholders and investors. And JSFC Sistema OJSC even introduced a special position of corporate secretary, who deals with issues of compliance with corporate procedures and the corporation’s management system. For more fruitful communication with shareholders, you can organize an investor day in the company.
Shareholder and his rights
Non-compliance with 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 familiarize himself with all financial and accounting documents that are listed and enshrined in the company’s charter.
The information that shareholders can receive from the company upon their request is presented in Table 1.Judicial and arbitration practice
According to the resolution of the Federal Antimonopoly Service of the North-Western District dated November 18, 2002 No. A56-15780/02, the joint-stock company is obliged to provide shareholders with access to documents, the list of which is 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 joint-stock company with all amendments and additions | Art. 46 of Law No. 208-FZ | |
| List of persons entitled to participate in the general meeting of shareholders | after making the list | clause 4 art. 51 of Law No. 208-FZ |
Information to be presented in preparation for the general meeting of shareholders:
| within 20-30 calendar days before the date of the meeting - and at the meeting itself | clause 3 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:
- agreement on the establishment of a joint-stock company;
- the charter of the company with all registered amendments 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 provided for by current legislation and internal regulations of the joint-stock company.
All of the above documents are submitted within 7 days from the date of presentation 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 familiarize themselves with. In this matter, arbitration courts side with 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.Judicial and arbitration practice
According to the Determination of the Supreme Arbitration Court of the Russian Federation dated August 29, 2007 No. 10481/07, in order to obtain the requested information, the shareholder must specify exactly what documents he wants to receive.
At general meetings of shareholders, the possibility of them using 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 responsibilities of shareholders, viewed from the perspective of approving major transactions.
table 2
Shareholder rights | Normative base |
|
| 1% | The right to file a claim in court against a member of the board of directors, the general director, as well as the management organization or manager for compensation for damage caused to the company by their actions/inaction | clause 5 art. 71 of 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 | clause 4 art. 83 of Law No. 208-FZ |
| 25% | The ability to block decision-making by the company in cases where at least 3/4 of the votes must be cast in favor of making decisions at the general meeting | clause 2 art. 81 of Law No. 208-FZ |
| 25% | Right of access 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 ensures the quorum at the repeated general meeting of shareholders | clause 3 art. 58 of Law No. 208-FZ |
| 50% | The presence of this number of votes ensures a quorum at the general meeting of shareholders | clause 1 art. 58 of Law No. 208-FZ |
| 50% | Making 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 | clause 2 art. 49 of Law No. 208-FZ |
| 75% | Introduction of amendments and additions to the company’s charter and/or approval new edition charter | clause 1 art. 48 of Law No. 208-FZ |
| 75% | Making a decision to approve a major transaction, the subject of which is property whose value is more than 50% of the book value of the assets of the joint-stock company | clause 3 art. 79 of Law No. 208-FZ |
| 100% | Making any decisions without observing the deadlines determining the procedure for convening and holding a general meeting of shareholders | clause 3 art. 47 of Law No. 208-FZ |
| Any number of votes | Vote on acceptance/rejection of large transactions | Art. 79 of Law No. 208-FZ |
As an example of preparation for a 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 the joint-stock company; for the preliminary receipt of complete, reliable and objective information necessary for making a management decision that is correct and beneficial for the joint-stock company.
Responsibility for violation of shareholders' rights
In this case, responsibility for violation of rights will rest with 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 a legislative point of view, all major transactions executed with violations fall within the definition set out in Article 168 of the Civil Code and are declared invalid.
The expression “the defendant is a joint stock company” means that the executive body and the board of directors bear responsibility.Judicial and arbitration 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, a decision of the board of directors or the executive body of a joint-stock company can be challenged in court by filing a claim to declare it invalid as in cases in which the possibility of challenging is provided for by Law No. 208-FZ, and in the absence of appropriate instructions, if decision does not meet the requirements of the law and violates the rights and legally protected interests of the shareholder. The defendant in such a case is a joint stock company.
Officials of joint stock companies who commit administrative offenses 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 decrease in the equity capital of this organization or the occurrence of damages (losses);
- under Article 14.22 of the Code of Administrative Offenses - for imprisonment by a person performing management functions in organizations, transactions or performing other actions beyond the scope of his powers.
All of the above offenses are administrative in nature and will be considered during arbitration proceedings.
If crimes committed by officials of a joint-stock company involve causing significant property damage, fraud or theft, then they are of a criminal 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 deception or abuse of trust;
- under Article 165 of the Criminal Code - for causing property damage to the owner or other possessor of property by deception or abuse of trust in the absence of signs of theft;
- under Article 177 of the Criminal Code - for malicious evasion of a citizen (the head of an organization) from repaying accounts payable on a large scale after the relevant court decision has entered into legal force.
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 concluding major transactions;
- offenses related to abuse of power by officials ( executive body) society;
- offenses related to conspiracy between shareholders and 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 was committed is a simple defect, a mistake by the contractor, etc. Of course, the fact of proving the unlawfulness of the debtor’s actions lies with the law enforcement agencies, who must reveal this during operational and investigative measures. However, the identification of inconsistencies in the actions taken with the norms of legislation and statutory documents can be identified already at the stage of preliminary review of documents.
Offenses related to incorrect execution of documents
- lack of documented approval of a major transaction by shareholders (founders);
- retroactive approval of a major transaction by shareholders.
This approval must be provided prior to the conclusion of a major transaction. To prevent such an illegal act, it is necessary to analyze the company's charter to find out which governing body must approve this type of transaction.
If the transaction, by 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 before the presentation of the documents to the counterparty.
If the transaction falls into 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 extraordinary meeting shareholders when it is assembled to approve this particular transaction.
Retroactive approval of a major transaction by shareholders
A situation where the executive body of a company or its general director concludes a major transaction, and then it is approved by the general meeting or board of directors, is in principle possible. But such a procedure must be enshrined in the company’s charter and in the power of attorney issued to the general director. If this is missing, then you must refuse the deal.
A number of managers 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 subsequent approval is enshrined in the charter of the LLC.
Offenses related to abuse of power 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 concluding a transaction are signed by a valid general director company, this does not mean the legality of the transaction, since its powers must be enshrined in the charter, power of attorney and internal regulations organizations.
This category of violations carries legal risks for the creditor in terms of refusal of a legal claim due to the fact that if the contract states that an official of the counterparty acts on the basis of the charter, and it is certainly considered that the plaintiff has read the contract and accepts it unconditionally 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 transaction with an unauthorized person voluntarily, and therefore there are no grounds for prosecuting the defendant. A sign of obvious fraud may also be the subsequent fate of the general director, who (after the deal was declared invalid) was fired due to at will and the shareholders/founders did not make any financial or legal claims against it.Judicial and arbitration 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 complete a transaction are limited by an agreement or the powers of a body of a legal entity - by its constituent documents, in comparison with 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 is made, and in its execution such person or body has gone beyond these restrictions, the transaction may be declared invalid by the court.
Concluding transactions by a person whose authority has expired
In most cases, the CEO or other executive person is appointed to certain period. The term of office of these persons is fixed in the statutory documents of the company and is duplicated in its internal documents (regulations, job descriptions and so on.). Indirect confirmation that the authority of the official has expired is the replacement or modification of the card with sample signatures submitted to the bank (but only credit institutions can have this opportunity).
Offenses related to conspiracy between a shareholder and the company’s management to invalidate a transaction
This offense already falls under criminal, and not administrative or arbitration legislation. A conspiracy between a shareholder/group of shareholders and management is possible with the aim of stealing funds or property with their subsequent non-return and 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 the shareholders, must be closed.
Moreover, to add 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 who has a small percentage, or a minority shareholder.
To prevent illegal actions of this type, it is necessary to request minutes of general meetings of shareholders preceding the conclusion of a major transaction. If the issue of approval of this major transaction was brought up for discussion by shareholders, and the truth-seeking shareholder voted for approval, then the claims can be rejected and procedures can be carried out to recover funds, property and property rights and punish the perpetrators.
Additionally, it is necessary to find an opportunity to check whether shareholders were promptly informed about the agenda of the meeting 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 applicant shareholder. If, due to his personal and educational characteristics, the applicant objectively could not understand the issues of corporate law, then the issue of conspiracy should be considered first. In addition, a situation is possible where a shareholder has transferred his shares to the executive management of the company for management. In this case, there is an obvious conspiracy, and it will not be difficult to prove interest in invalidating the transaction.
In a number of cases, shareholders claim that the shareholders/founders of the companies did not approve the transaction, management did not authorize it, and the protocols were falsified by creditors. In this case, a graphological examination is necessary.
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 invalidation of a major transaction entails not only financial losses in the form of an unrepaid loan, property or property rights, but also reputational risks for the lender. After all, if the organization has not previously familiarized itself with the presence of approval from the shareholders or founders of the business company, then this calls into question the qualifications of the employees who checked the documents and indicates an unsatisfactory level of the internal control system in the organization.
Is approval of a transaction required by the board of directors of a joint stock company if the law establishes a mandatory requirement for its approval by the general meeting of shareholders? Experts from the Legal Consulting Service GARANT Ruslan Gabbasov and Alexey Alexandrov explain.
The joint-stock company plans to complete the transaction. The charter of the joint-stock company states that transactions on this species contracts are approved by the board of directors. At the same time, since this transaction is large, the law establishes a mandatory requirement for approval by the general meeting of shareholders. 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 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) of the company or the 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 on the date of the decision to carry out such a transaction, then the transaction must be preceded by a decision on its approval by the board of directors of the company, adopted unanimously (clause 2 of Article 79 Law on JSC).
In the case where 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 with a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders (clause 3 Article 79 of the Law on JSC).
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 defined by the charter, is not directly regulated by law. However, in our opinion, a decision of the board of directors is not required in this case. Let us explain in more detail.
The Law on JSC does not allow the possibility of changing the rules for delimiting the competence of the company's management bodies provided for in it. The General Meeting of Shareholders is supreme body management of the company. Issues within its competence cannot be transferred to the board of directors for decision, with the exception of issues provided for by law (clause 2 of article 48 of the JSC Law). The General Meeting of Shareholders does not have the right to consider and make decisions on issues not within its competence by law (clause 3 of the same article). In turn, the board of directors of the company does not have the right to make decisions on issues referred by law to the competence of the general meeting of shareholders (Clause 1, Article 65 of the Law on JSC).
Thus, the Law on JSC establishes the principle of delimiting the competence of the company’s management bodies. Each of these bodies is vested with individual terms of reference. The resolution of one and the same issue cannot be attributed by law or charter to the competence of several management bodies of the company at the same time.
Taking into account the above, 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 clause 3 of Art. 79 of the Law on JSC and should not be applied.
Confirmation of what has been said can be found in the practice of arbitration courts. In particular, as the Federal Arbitration Court of the Moscow District indicated in its resolution dated October 8, 2007 N KG-A40/10297-07, the provision of the company’s charter regarding the attribution of the acquisition of shares 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 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 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 legal reference system
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- purchase sets of combat and decorative equipment from the quartermaster;
- Receive a reward for completing a dungeon on Advanced Mythic difficulty.
Initially, class strongholds were often compared to garrisons, but now the differences have become obvious. Below we will talk about how to get into a class hall when you first appear on the Broken Isles and how to manage champions and units.
Most classes can get to their stronghold through portals located in different parts of Dalaran. Moreover, for each class there is a separate portal, which cannot be used by characters of another class:
Where are the portals located:
- For and: in the Alliance / Horde hall;
- For: on the airfield;
- use Gliding to get to one of the islands near Dalaran;
- can get to their stronghold through secret passages that exist in some buildings in Dalaran;
- : portal near Cloaca;
- : through a special network of flights on a griffin;
- , and can create portals themselves.
- Sky Citadel, Stormheim
Video - comparison of the class strongholds of the Legion and the garrisons of Draenor:
Strongholds of each class
Each class stronghold 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 duel 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 access to the class stronghold.
- On the commander's 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 - receive a short chain of tasks, similar to the quest to obtain an artifact.
After completing this chain you will have access to four things:
- To several champions (companions)
- To your first squad
- Class Hall Upgrade System
- Class Hall Mission Interface
Further access can only be gained at level 103 - upon returning to the class stronghold, you will again be given a task, after which you will unlock a second type of squad and 2 more champions.
By the way, completing this chain unlocks the appearance of an artifact weapon for the achievement Fight in Style: Classic Look.
Completing the Class Hall Campaign
To complete the class stronghold campaign, you need to reach level 110.
During the campaign you will receive many nice things:
- Stronghold Resources and Artifact Power
- Level 810 Bracers from the Class Hall set (for 6 champions)
- Level 830 chest from the Stronghold set (for completing the campaign)
- The title associated with your class (for example % Shadow Blade for rogi)
- Third slot for relics in your artifact
- Another artifact skin for the Battleforged achievement.
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 through a new currency - class stronghold resources, which will be used to recruit units, complete missions and orders, improve your stronghold.
You can get them for regular and world quests, completing a class stronghold campaign, searching for treasures, and killing rare monsters.
It will always be useful to have 1000-2000 resources in reserve for rare missions and artifact research. The remaining portion can be spent on improving your stronghold or class equipment.
Note: Unlike the garrison, in the Legion you do not receive Stronghold Resources for completing missions!
Where to get Class Order Resources
1. Class Stronghold Campaign (100-5000 resources)
For completing some tasks in the class stronghold campaign, the player will receive garrison resources. Basically, their number will not be more than a couple of hundred, but after reaching level 110, tasks for both 1500 and 5000 resources will appear.
2. Local quests (350-1000 resources)
Once a week, the player will be able to complete a task to kill world bosses, the reward will be 1000 Class Stronghold Resources. The rest of the world quests will bring 350-450.
Class Hall research, such as Church Tithe, will help increase the effectiveness of quests - you will receive more Class Hall Resources from them.
3. Quests to complete 4 local tasks (600 resources)
Sometimes quests appear to complete 4 world quests. For example, let's take the Court of Farondis, the reward for which will be the Safe of Farondis. There is a high chance that the safe will drop 700-950 resources.
4. One-time bonus tasks (200 resources)
As in Draenor, bonus tasks sometimes appear on the map - they are indicated by two crossed swords. However, they are only available during character leveling and disappear after level 110.
5. Rare mobs and local quests to kill them (70 resources)
Rewards for killing rare mobs can only be received once. For killing mobs while completing local quests from the “WANTED” category, 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 Class Order Resources. The larger the chest, the more resources it contains.
From each of the Legion factions you can purchase maps that indicate the location of treasures in a specific location of the Broken Isles:
| Court of Farondis | Azsuna |
| Tribes of Highmountain | Highmountain |
| Dream Weavers | Valshara |
| Valarjar | Stormheim |
| Nightfallen | Suramar |
You will also find treasure maps in our articles on Legion locations (right column from the table above)
Video about the bonus for receiving Class Stronghold Resources:
What to spend class stronghold resources on?
In this section, we will tell you how and where you can spend Class Order Resources.
1. Research on improvements to the class stronghold (total 39050 resources)
The figures given are calculated per 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.
The duration of the research increases in proportion to the cost:
- Research for 1000 stronghold resources will last 7 days
- 10 days will take 10,000
- 12 days – 12500
- 14 days – 15000.
Carefully consider your choice, because you will need to pay additional Class Stronghold Resources for the shift.
2. Artifact research (12500 resources)
In order to raise the Artifact Power to the maximum, 25 Artifact Data research is required, each of which costs 500 resources.
3. Improving class stronghold equipment (29,000 resources)
Class set items can be upgraded to level 840. For example, to improve the High Priest's Regalia you will need:
You shouldn't invest as much as possible in equipment until you've upgraded your class stronghold.
4. Completing class stronghold tasks (50-1000 each)
Rare dungeon and raid missions reward a Chest of Nightmare Treasures, each such mission costs 500-1000 Class Order 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 Class Order Resources.
5. Hiring troops (20-85 each).
In a class stronghold, the player will have the opportunity to hire troops to go on missions. This way you can perform multiple 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%
- Can be used: 2 times.
Large group:
- Cost: 30 resources
- Mission success rate: +30%
- Can be used: 3 times
Leveling up your class stronghold in the Legion
The upgrade system allows you to spend Stronghold Resources on researching improvements to your class Stronghold.
The system is very similar to leveling up artifact talents, where the Stronghold Resources are the Power of the Artifact, and the Class Stronghold is the Artifact.
At the start of the Legion, improvements to the stronghold require a large amount of resources and take a lot of time.
A total of 6 levels (tiers) of improvements are available; at each level you can choose from two options, with the options varying for different classes.
Table with cost and research time, choice changes and level requirements (RO = Stronghold Resources):
| Improvement Level | Leveling up | Changing Selection | 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 |
What upgrades to choose for your class stronghold
In this section of the guide you will find tips on choosing upgrades at each class hall level.
Level 1
During leveling up, for all classes it is better to choose an increase in the chance of receiving an item of a cooler quality as a reward for tasks.
After reaching level 110 and completing most of the missions that could give good equipment, it is better to choose the increased probability of mission success.
Level 2
The choice of upgrades 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, reduction of mission time - later. |
| Hunters and Mages | Before the introduction of flights in the Legion, the option of moving around the Broken Isles looks preferable; then - depending on the situation. |
| Monks, Priests, Shamans | For the duration of pumping - option with a buff; at level 110 – improvement of units. |
| Robbers | A storage voucher is always better. |
| Warriors | Additional loot - at the beginning of the Legion, reduction of mission time - later |
Level 3
If you have just started dressing your champions, choose the option that allows you to complete work orders for equipment or receive it from missions.
When the champions are dressed in good equipment, choose to increase the number of units.
Level 4
As a rule, upgrading large units provides the greatest benefit - as only then will it be possible to neutralize the threat of a boss without champions.
Level 5
Level 6
At the last level of improvement, you don’t have to choose anything, since there is only one option available - the ability to wear 2 legendary items on your character at the same time.
Class Hall Champions
Champions are notable members of your class who can be recruited throughout your 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 related to the game's history. There are 8 champions for each class hall, but only 5 of them can be active at a time.
If you have more than 5 champions, some of them need to be “deactivated”. To return him to work later, you will need to pay 250 gold.
How to get champions in WOW Legion
All champions are unlocked as you progress through the Stronghold campaign. As soon as you complete the first quest chain after receiving 325 units of Artifact Power, you will receive your first champions.
At level 103, you can complete another chain of quests and unlock 2 more champions.
The remaining champions will be unlocked as you progress through the class hall campaign.
Useful video on class stronghold comrades:
How to dress champions in WOW
New equipment slots for champions open up as their level increases and their quality improves (as with the garrison followers in Draenor).
The first equipment slot opens when the 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:
- Missions in the class stronghold
- World quests
- hidden treasures
- Rewards for faction envoy quests
- Leveling up your class stronghold
Champion items can be broken down into 6 categories.
1. Increase the likelihood of success
- Raises by a certain amount for all missions
- Increases only for missions shorter than 4 hours
- Boosts only for missions longer than 8 hours
2. Reduced execution time
3. Comparability of comrades
Equipment that provides certain bonuses if certain types of followers are sent with the champion on a mission. Each class has its own set of third category items, which depends on the class stronghold.
There are two types of such items available:
- Increases the chance of success when certain small units are present
- Increases the chance of success with certain large units
4. Equipment of a combat comrade
These items are only useful for combat companions: they improve the player's rewards when completing world quests with the champion.
Two types of such equipment:
- Increase in Class Order Resources received
- Increase in gold received
5. Consumable
Allows you to give certain beneficial effects to champions and units before battle.
Depending on your class, there are three types of such items:
6. Legendary equipment
Legendary gear for followers is different from other items because they are not easy to obtain.
Such equipment is much more powerful and often combines two of the effects mentioned above.
Legendary equipment for champions is as follows:
- Increases the success of all missions by 15% + one thing:
- Reduces duration by 5%
- 15 gold for local 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 a follower
- Gives 100 RP for completing world quests with the champion + one thing:
- Increases success by 5%
- Reduces duration by 5%
- 15 gold for quests with an ally
- Gives 50 gold for local quests with the champion + one:
- Increases success by 5%
- Reduces time by 5%
- 25 Stronghold Resources for world quests with a follower
Leveling and quality of champions
The starting level of champions depends on what stage of the class hall campaign the player recruited them at, but their default quality will be normal.
Regardless of the champion's starting level, be it 103 or 110, he will still gain experience when completing quests.
Once a champion reaches level 110, he begins to increase his quality up to epic. The following types of champions exist:
- Ordinary
- Uncommon – Unlocks the champion's second ability.
- Rare – the first equipment slot opens
- Epic – a second equipment slot opens
| 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 |
Quality of champions/followers and required experience:
| Unusual | 8 000 | 21 950 |
| Rare | 20 000 | 41 950 |
| Epic | 100 000 | 141 950 |
Champion Equipment Level
Upon reaching level 110, the champion will be dressed in ilvl 760, and the player will be able to begin improving his ward’s equipment. The higher the level of the item, the more difficult the tasks the champion will be able to complete. The maximum item level is 850.
There are the following champion equipment upgrades:
- Heavy armor set: +5 ilvl
- Fortified armor set: +10 ilvl
- Set of impenetrable armor: +15 ilvl
Improvements to champion equipment can be obtained by completing class stronghold tasks from the table, or by improving the stronghold itself in tier 3. When assigning champions to missions, be sure to match the level of the mission and 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 opens upon achieving Unusual quality.
Abilities are designed to cover one or another threat that arises during the execution of stronghold tasks from the table. During the quest, a boss threat and a secondary threat arise. If they are not taken into account, 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 this, the chosen champion with this trait will help you during your journey through the Broken Isles. Some follower abilities are proc, and some are active, meaning they can be summoned on demand. It is worth noting that in dungeons, on battlefields and in most scenarios they will not follow the player.
- Proc Abilities
Similar abilities trigger when certain condition. For example, if a player starts a battle or takes damage. There is also an internal timer for them.
- Active Abilities
Some champion abilities add an additional button to the character's panel, pressing which the player will be able to summon a champion. The cooldown of such abilities varies from 2 to 5 minutes.
- Bodyguards
Among the other champions, it is worth highlighting the NPC with the bodyguard ability. They will follow you everywhere, can hold aggro and use spells and abilities. If they die, they will quickly return to the battlefield.
Each class will have 4 champions who can be assigned to the place of a combat ally, as well as at least one Bodyguard.
Combat Companion/Fellow Assignment
A combat ally can be assigned on the task table in the stronghold. On the quests tab there will be an empty slot in which you can insert a champion icon, this will cost 50 stronghold resources. You can remove a champion from this slot for free, and there is no CD for reassigning a combat ally.
As soon as a player has appointed a champion to the position of a combat ally, he becomes unavailable for completing tasks through the table in the stronghold. Also, to change equipment, you will have to temporarily remove the champion from this position. For each task completed with the player, the combat ally will receive 150 experience. This way they pump up faster.
Updated: in early September, Blizzard announced a new mobile application for the stronghold – WOW Companion.
It will allow players to control the stronghold from their phone:
- Upgrade class stronghold improvements and change them;
- Deal with equipment for teammates and equip them;
- Start and complete missions (rewards will be in the character’s bags when entering the game);
- See on the map the local quests available for the character.
Stronghold Units
In addition to champions, a significant role in the stronghold of the class is played by Units.
Each unit has different indicators - for example, survivability. You can send troops on missions, but when their survivability runs out, they will die and you will need to recruit new troops.
The units have no equipment, no levels, and no experience - they are just food to distract the monsters while your champions complete the mission.
Squads cannot complete stronghold missions alone - a champion must always accompany them. Adding squads to missions is optional, and only affects the probability of mission success (+15% for a small squad and +30% for a large squad).
How to hire a squad
To hire a squad, you simply need to find a special NPC in your class stronghold and create a work order with him. This will cost a certain amount of stronghold resources (20 RP for a small squad, 85 RP for a large one) and will take 30 minutes.
Four classes - Death Knights, Druids, Mages and Monks - can hire a special type of unit. It takes 12 hours to create, but this unit is stronger than others: it gives +30% chance of mission success and additionally resists certain boss abilities.
To pick up a recruited unit, simply use the item that appears next to the NPC you recruited them from.
Limitations on the number of units
There is no limit on the number of units you can recruit, but there is a limit on the number of active and live units at one time. The standard troop size is 3 small squads and 2 large squads. The limit for special teams is no more than one at a time.
The only way to increase the size of your troops is to upgrade your stronghold at level 3 (+1 troop).
Unit 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 a squad completes a stronghold mission, they lose one heart (regardless of the outcome of the mission). When all the hearts of a squad run out, it will die and be removed from your troops.
Some classes have abilities that allow you to restore vitality, such as Shattered Souls (Demon Hunter) or Pain Suppression (Priest).
Please note: for regular missions, the squad loses only one heart, but there are missions in the “Lethal” category - for them you must find a squad or champion who will counter the lethal threat. If you don’t find it, the squad will lose all its survivability and die.
Class Order Missions
Just like in Draenor, you can send champions and squads to complete missions. To begin the mission, go to the command table in the class stronghold.
Mission Interface
The interface remains the same as in the garrison: there is a tab with all available missions, and there is a tab with missions already in progress. Here you can hire a champion who will run with you around the Broken Isles.
On the “Comrades” tab, you can view all your units and all champions, improve their equipment, see their abilities, etc.
How to start a mission in a 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 opponent poses
- Select 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 encounter during missions:
Each mission can have from 1 to 3 threats - and you can usually neutralize them all.
Additional rewards
Regardless of which stronghold companions you send to complete the mission, the chance of success can be almost doubled. If you do this, you can receive additional rewards.
How the probability of receiving additional rewards is calculated:
- If the probability of mission success is 150%, this is a 100% chance of successfully completing the mission and a 50% chance of receiving 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 reward for the mission:
Mission types
There are 4 types of missions available in the class hall in Legion:
- Regular: the most common 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 only give the power of the artifact as a reward.
- Treasure: Available when your champions reach gear level 800 (for dungeons) and 820 (for raids). As a reward for such missions you can receive equipment and weapons for champions, as well as the Blood of Sargeras.
- Cosmetic: very rare missions that reward you with fun items, such as pets or toys.
List of pets and toys as rewards for class hall missions:
Class Hall Achievements
All achievements can be found in the Class Hall > Missions menu.
Overall, there are few achievements and almost all of them can be completed simply by playing through the class stronghold campaign, completing missions and recruiting units.
There are no special rewards for achievements in the class stronghold.
Class Hall Armor Sets
Each class has unique 8-piece armor sets that can only be purchased at the class stronghold. By appearance These sets are similar to the Mists of Pandaria challenge sets, but there are some minor changes.
Each part of the kit is obtained in a different way:
- Helmet - for a quest in a class stronghold
- Bracers - for recruiting 6 followers for a class hall
- Gloves - Respect with the Nightfallen faction required
- 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 stronghold
- Belt – Earn 50,000 Artifact Power points
- Shoulders – Exalted with the Nightfallen faction
At the same time, different parts of the set have different levels of items. To increase the level of an item, you need to buy a token, which has certain requirements:
- Upgrade to level 810 – Respect with the Nightfallen;
- Upgrade to level 825 – required to kill the last boss in all Legion dungeons (on any difficulty);
- Upgrade to level 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 the transaction was concluded, the corresponding 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 completion is violated? Is a body of a legal entity its representative? There are no clarifications from the Supreme Arbitration Court of the Russian Federation on these issues. What should I do?
According to Art. 45, 46 of the Federal Law of 02/08/98 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), making decisions on transactions falls within the competence of the general meeting of participants or the board of directors elected by decision of the participants. It is obvious that the restrictions regarding the procedure for completing 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, art. 46 of the LLC Law, as well as paragraph 6 of Art. 79, paragraph 1, art. 84 of the Law on JSC, a transaction in which there is an interest, 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 an appropriate decision of the board of directors or general meeting) or violate the rights of company participants.
These laws do not contain any 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 provisions of Art. 183 Civil Code of the Russian Federation. Thus, in the absence of authority to act on behalf of another person or in excess of the specified authority, a transaction is considered to be concluded on behalf and in the interests of the person who completed it, unless another person (represented) subsequently directly approves this transaction.
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 completing a transaction without a corresponding decision of the meeting (board of directors), the director or a person acting on his behalf by proxy has exceeded his powers, therefore Art. 183 Civil Code of the Russian Federation.
Dilemma
In judicial practice, a number of questions arise, for example: is the general director (a body of a legal entity) a representative of this legal entity; Are the provisions of Art. applicable to him in this case? 183 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 applying Article 183 of the Civil Code of the Russian Federation” (hereinafter referred to as Information Letter No. 57) states that in cases of abuse of power by a body of a legal entity (Article 53 of the Civil Code of the Russian Federation) when concluding transaction clause 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 Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated May 14, 1998 No. 9 “On some issues of the practice of applying Article 174 of the Civil Code of the Russian Federation” (hereinafter referred to as Resolution No. 9). From 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 when a body of a legal entity exceeds its powers, since there is no justification.
However, it can be assumed that the answer to the question of whether a 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 responsibilities through its bodies acting in accordance with the law, other legal acts and constituent documents.
According to Art. 153, 154, 160 of the Civil Code of the Russian Federation, transactions recognize the actions of citizens and legal entities aimed at establishing, changing or terminating civil rights and obligations. To conclude a transaction, it is necessary to express the agreed will of the parties. A transaction in writing must be concluded by drawing up a document expressing its contents, signed by the persons entering into the transaction or duly authorized.
According to paragraph 3 of Art. 53 of the Civil Code of the Russian Federation, the body of the 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 and in the interests of the represented person. Thus, the body of the 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 must be applied to relations involving an organ 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 company and issues powers of attorney for the right of representation.
In accordance with Art. 69 of the Law on JSC, the sole executive body, without a power of attorney, acts on behalf of the company, including representing its interests. The question arises: does the sole executive body have the right to represent the interests of society 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 the 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 person. Thus, if a transaction was made by an unauthorized person or a person who exceeded his authority, this means a gross violation of these legal requirements.
Void or voidable?
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 contestable or does not provide 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 who is not its representative exceeds its powers, then the only article regulating its actions remains Art. 174 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 contradict the law.
note
When making a major transaction or an interested party transaction, the general director is limited not by the constituent documents, but by the 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 of abuse of power by a body of a legal entity (Article 53 of the Civil Code of the Russian Federation), depending on the circumstances of the case, one should be guided by Art. 168, 174 of the Civil Code of the Russian Federation, taking into account the provisions of Resolution No. 9 (clause 2 of information letter No. 57).
In this resolution, when the sole executive bodies of legal entities exercise powers to carry out 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 their powers established by law.
In these cases, Art. 168 Civil Code of the Russian Federation. It is obvious that cases related to violation of the procedure for carrying out major transactions and interested party transactions cannot be classified as cases where the powers of the body are limited by the 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 information letter No. 57). In this case, it remains to be guided only by the norms of Art. 168 Civil Code of the Russian Federation.
In relation to large transactions and interested party transactions, as stated above, the law directly provides for their contestability.
The refusal in itself to apply Art. 183 of the Civil Code of the Russian Federation regarding legal relations related to the abuse of power by the general director, does not prevent the interested party from recognizing the transaction as invalid as not complying with the law (on the grounds of nullity or contestability).
note
Refusing to apply Art. 183 of the Civil Code of the Russian Federation to legal relations that arise as a result of abuse of power when the director concludes large transactions and interested-party transactions (apparently without recognizing him as a representative of the company), the question arises: can such transactions be approved subsequently?
This discussion negatively affects the development of a unified law enforcement practice and does not contribute to the stability of economic turnover.
Thus, if a 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 Civil Code of the Russian Federation:
- the transaction was completed by a representative under a power of attorney;
- the representative exceeded his authority, since 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 provisions 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?
Deal with deferment
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). Thus, based on the court case, despite the fact that the transaction was carried out by the chief accountant who acted on behalf of the general director and forged his signature (that is, acted without authority), the Supreme Arbitration Court of the Russian Federation considered it possible not to apply either Art. 174, nor Art. 183 Civil Code of the Russian Federation. A more logical argument was used by the Federal Antimonopoly Service of the Moscow District (resolution 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 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 general director 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 “Review of the practice of resolving disputes on transactions related to the placement and circulation of shares.” The court pointed out the following. The shareholder organization filed a claim to invalidate the agreement for the purchase and sale of shares concluded on its behalf by a representative who had a power of attorney with the joint-stock company that issued these securities.
The plaintiff substantiated his claims by the fact that the representative, when carrying out the transaction, acted to the detriment of the interests of the principal and in violation of the law, and therefore the shares were sold at a price significantly lower than the market price. There was also a violation of the law on the part of the buyer - the company, which acquired the shares issued by it from the shareholder without fulfilling the requirements of the Law on JSC. When checking the case materials, it was established that the representative of the plaintiff, who entered into the purchase and sale agreement under the latter’s power of attorney, 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 represented person in relation to another person, whose representative he is also. The general director of the joint-stock company violated this requirement, since he entered into an agreement on behalf of the plaintiff in favor of the company, the executive body of which he was and on whose behalf 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.
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This information letter of the Supreme Arbitration Court of the Russian Federation clearly confirms the fact that the general director of the company is its representative, that is, by force of law and directly indicated in the charter, the interests of the company without a power of attorney.
The Presidium of the Supreme Arbitration Court of the Russian Federation took the opposite position (Resolution No. 6113/02 dated 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, clause 1 of Art. 183 of the Civil Code of the Russian Federation cannot be applied.
By refusing the possibility of subsequent approval of a major transaction or an interested party transaction concluded by the general director in excess of authority, that is, without applying Art. 183 of the Civil Code of the Russian Federation (the right not to apply Part 1 of Article 183 of the Civil Code of the Russian Federation in this case was granted to the courts by information letter No. 57), the court thereby creates an ambiguous situation.
If the transaction had been carried out by a representative under a power of attorney, then the possibility of subsequent approval should not have caused a dispute. However, if it is committed by the general director of Art. 183 of the Civil Code of the Russian Federation no longer applies, based on the provisions of 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 paragraph 20 of Resolution No. 90/14 dated 09.12.99 “On some issues of application of the Federal Law “On Limited Liability Companies””, a transaction in which there is an interest, or a major transaction concluded on behalf of the company by the general director or an authorized them by a person in violation of the requirements provided for in Art. 45, 46 of the LLC Law (that is, with excess of powers in the absence of a decision of the meeting of participants or the board of directors), is contestable and can be declared invalid by the court at the request of the company or its participant.
If by the time such a claim is considered by the general meeting of participants (in appropriate cases, 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 completed by the board of directors of the company or the general meeting. A similar provision is contained in paragraph 34 of the Resolution of the Plenum of the Supreme Arbitration Court dated November 18, 2003 No. 19 “On some issues of application of the Federal Law “On Joint Stock Companies”. Thus, the possibility of subsequent approval for interested party transactions is not provided.
Major transactions in accordance with clause 6 of Art. 79 of the Law on JSCs can be approved after their commission, however, such practice, it seems, can 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 carried out by the general director of a joint-stock company or his authorized person, 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 the court as having legal force and creating rights and obligations arising from it for the company 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 Federal Financial Markets Service of Russia recommends that joint-stock companies approve all major transactions before they are completed. After all, the absence of preliminary approval makes the transaction voidable, which creates the risk of recognizing it as invalid and creates instability in the relations of society with counterparties. This is indicated in paragraph 1.2 of Chapter. 6 of the Code of Corporate Conduct dated 04/05/2002, the provisions of which the state regulator recommends that everyone be guided by joint stock companies created on the territory of Russia (Order of the Federal Commission for the Securities Market of Russia dated April 4, 2002 No. 421/r).
Army of Light- these are allies in the fight against the Legion. http://ru.wowhead.com/npc=120738 - this is the leader of the army of light, there has been no news about him for a very long time. He returned to witness the collapse of the Legion. Next we will tell you what to do to quickly gain exaltation with them and win good trophies.
http://ru.wowhead.com/item=153114 gives a chance to earn more reputation on the Broken Isles - two hundred percent. Valid for two hours.
http://ru.wowhead.com/item=153113 allows you to purchase a thousand reputation points on the Broken Isles and Argus.
Reputation set:
This manual will tell you about ways that will help improve your reputation with the Army of Light; it is acquired by completing small tasks in Argus, using the table in Vindicare.
Overwhelming Energy will be the main quest, due to which seventy-five reputation units are acquired, but it is needed in order to obtain permission to simple tasks.
One of the simplest and most effective options for increasing reputation for this faction is to carry out basic tasks; each quest will bring you seventy-five reputation units. In order to get permission for object tasks, you need to do plot ones, that is, complete a connecting chain for each object task.
Krokuun equipment is the acquisition of permission to carry out tasks for the stronghold and comrades of Argus. To do this, you need to complete the task http://ru.wowhead.com/quest=48441, which lasts sixteen hours. The location where the tasks are collected 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 carry out tasks with trophies in the form of tokens, they will help increase your reputation.
Reputation "Ideal" Army of Light
The player is given a task to complete with the reward Virtue of Light for every thousand reputation points acquired above the Exalted and Glowing Chest norm.
Reputation rewards with the Army of Light
The Army of Light's quartermaster is located on the Vindicare at coordinates forty-three, seventy-three. The quartermaster is Vindicator Jaelaana. He asks for gold as payment, but to complete the transaction you need to have a specific level of reputation. When the conversation with the quartermaster ends, the faction representative immediately acquires the Friendly reputation level and is given a discount that corresponds to the reputation status.
Indifference
Sunshine in this moment Anyone can purchase, regardless of what reputation status they have. The cost of five Radiances of the Sun is ten gold. The purchase is a weak energy cocktail, after taking which the character acquires a beautiful sparkle.
Friendliness
The character Jeweler can purchase in order to immediately ridicule http://ru.wowhead.com/item=152726, its cost is nine gold. In order to make a new symbol of priests, inscribers can buy the Technique: Symbol of the Generation of Light, its cost is one hundred gold. She transforms the Fiend of Darkness into the Spawn of Light.
Respect
Equipment from the Abode of the Triumvirate is well suited for http://ru.wowhead.com/item=152400, which costs five hundred gold.
Reverence
At this level, you can purchase second-level recipes; the cost of one recipe is two thousand gold.
Gift of the Lightbringer is an updated version of Gift of the Bloody Hunter from Primal Sargerite, from the Blood of Sargeras series. In order to make Sargerite, new recipes are needed. When using the Gift of the Bearer of Light, for some time the player character will be surrounded by the dead bodies of defeated opponents Treasure of Light who have the original sargerite. This ability costs two hundred gold.
Exalted
The cost http://ru.wowhead.com/item=152399 is three hundred gold. You need to purchase it from the quartermaster after you increase your reputation to Exalted.
The Lightforged Exoskeleton becomes available after gaining Exalted reputation and costs five hundred thousand gold.
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