GROUNDS FOR THE INVALIDATION OF THE RULINGS OF THE JOINT-STOCK COMPANY SUPERVISORY BOARDS IN THE LIGHT OF THE RECENT CASES OF THE SUPREME COURT

The article presents the results of a study of the recent case law of the Supreme Court’s Economic Court of Cassation as for the grounds for invalidating the rulings of the joint-stock companies’ supervisory boards. Since the law does not define such grounds, the Supreme Court’s practice on this matter is crucial. It is concluded that the rulings of the joint-stock companies’ supervisory boards may be invalidated if there is a violation of the rights and legal interests of shareholders of the joint-stock company as well third parties. The specific grounds for the invalidation are highlighted in the article: excess of the powers by the supervisory board; the incompetence of its composition; failure to notify a shareholder on the appointment of a meeting of the supervisory board; lack of a quorum at a meeting of the supervisory board; other non-compliance with the requirements of legal rules governing the procedure for convening a meeting of the supervisory board and making decisions, if the aforesaid violation entailed the adoption of an incorrect act; violation by the ruling of the supervisory board of the rights and legal interests of shareholders or third parties. The authors propose to provide the above grounds for invalidation of the supervisory board’s ruling by the legislation. Also the ruling of the joint-stock company’s supervisory board made online (if the members of the board are outside the location of the company and the signing of the ruling does not take place on the day of the meeting is not a ground for invalidation of such a ruling.