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?
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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.
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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 is paid 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 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).
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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 a sole executive body cannot act as a representative of a legal entity is confirmed by judicial 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 because 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 due to 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 all joint-stock companies established in Russia be guided by (Order of the Federal Securities Commission of Russia dated 04/04/2002 No. 421/r).
Most transactions concluded by general directors of joint stock companies (hereinafter referred to as JSCs) do not require approval from higher management bodies. However, Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies” (hereinafter referred to as the JSC Law) provides for certain cases when, in order to complete a transaction, prior consent or subsequent approval must be obtained.
It is necessary to take into account that the subsequent approval of a transaction, although it is an acceptable action in a number of cases, from the point of view of proper and effective management of the joint-stock company carries the risks of further complications of the organization’s activities, mainly in terms of the implementation of a transaction that was not previously approved. The consequences of disapproving transactions will be discussed in more detail below.
Cases when the approval of a transaction is mandatory are expressly provided for by the Law on JSC, however, its provisions do not exclude the possibility of including issues of approval and other transactions within the competence of some management bodies.
Which transactions require regulatory approval
Transactions that require approval by the board of directors or even the general meeting of shareholders due to the direct instructions of the Law on JSC include major transactions and interested party transactions (hereinafter referred to as extraordinary transactions). In addition to the above, we can distinguish a number of transactions, the approval of which is implied when the management bodies resolve other issues within their competence (hereinafter referred to as agreed transactions). An example is the issue of participation and termination of participation of a joint-stock company in other organizations.
“Participation” in the context of this provision refers to cases of establishing a new organization, as well as the initial acquisition of such “participation”, for example, through a stock purchase/sale agreement (see, for example, Resolution of the Federal Antimonopoly Service of the Ural District dated March 22, 2007 No. F09-1845/07-C6 in case No. A60-20888/2006; Resolution of the Federal Antimonopoly Service of the Ural District dated March 20, 2007 No. F09-1697/07-C6 in case No. A60-21911/2006-C6, A60-28821/2006-C9).
“Cessation of participation,” in turn, implies withdrawal from the membership of the organization by alienation of shares/shares or in another form, but provided that such withdrawal is carried out at the will of the joint-stock company (see, for example, Resolution of the Federal Antimonopoly Service of the Moscow District dated February 21, 2011 No. KG-A40/16441-10 in case No. A40-38267/10-81-326; Resolution of the Federal Antimonopoly Service of the Far Eastern District dated July 3, 2007 No. F03-A51/07-1/1566 in case No. A51-19021/ 04-32-348/7).
It is necessary to take into account that a change in the share of participation in the organization, if there is no termination of participation, should not be approved by the management bodies (see, for example, Determination of the Supreme Arbitration Court of the Russian Federation dated November 8, 2010 No. VAS-12651/10 in case No. A51-5706 /2009, Determination of the Supreme Arbitration Court of the Russian Federation dated June 22, 2010 No. VAS-7367/10 in case No. A51-19035/2009).
From the above example, we can conclude that a transaction for the acquisition of shares/shares in another organization, while not being an independent subject of consideration by management bodies, nevertheless cannot be implemented without its prior approval by the board of directors, except in the case where a decision on participation or termination of participation in other organizations is directly within the competence of its executive body by the company's charter.
We note that such a transaction, made without the approval of the management body of the joint-stock company, may be declared invalid in court. At the same time, if the management body establishes any parameters for such a transaction (for example, the price of alienation of shares), then failure by the general director to fulfill such conditions cannot be grounds for declaring the transaction invalid. A different situation arises if the JSC, on its own initiative, places in its charter the issue of approving transactions for participation/termination of participation in other business companies, including the conditions for making such transactions, within the competence of the board of directors.
Along with this case, the Law on JSC contains other examples of agreed upon transactions, including: the acquisition of shares, bonds and other securities placed by the company in cases provided for by the Law on JSC (subparagraph 8 of paragraph 1 of Article 65 of the Law on JSC); approval of the terms of the agreement with the registrar of the company, as well as termination of the agreement with him (subparagraph 17 of paragraph 1 of Article 65 of the Law on JSC), etc.
Transaction approval procedure
The main difference between the approval of consensual transactions and the approval of extraordinary transactions is the voting procedure. The JSC Law provides for a special procedure for extraordinary transactions, different from the general procedure for making decisions by the management bodies of a joint stock company.
The criterion for determining a major transaction is the percentage of the value of the property being acquired or disposed ofproperty (rights) to the book value of the company's assets. If the specified ratio is 25 percent or more, then such a transaction is considered large. In this case, to calculate this value, both a single transaction and several interrelated ones can be taken into account. However, the transaction will not be major if it is carried out as part of the organization’s normal business activities (transactions that are conditioned by the constancy of their completion in connection with the ongoing business activity, for example, transactions for the purchase of raw materials and supplies , transactions aimed at carrying out the main activity , transactions for the sale of finished products etc.).
Transactions carried out as part of ordinary business activities are designated by the legislator as an exception in order to prevent the occurrence of adverse consequences for the business activities of the organization associated with delays in the fulfillment of obligations under transactions due to the need to comply with approval procedures.
However, in accordance with paragraph 1 of Article 78 of the Law on JSC, the organization’s charter may determine other cases when the approval of a transaction occurs in accordance with the procedure provided for large transactions. This means that a number of transactions that meet the size criteria, but are carried out as part of ordinary business activities, can be classified as approved by the charter (for example, contracts for the supply of a certain type of product or the purchase of a certain type of raw material).
Depending on the size, large transactions have different approval procedures. A deal ranging from 25 to 50 percent must be approved unanimously by the board of directors. If unanimity is not reached, the transaction may be submitted to the general meeting of shareholders and approved by a majority vote. If the size of the transaction exceeds 50 percent, the transaction is always approved by the general meeting of shareholders with a three-quarters majority vote. Changing the number of votes required to make a decision in the charter of a joint-stock company is not allowed.
In contrast to large ones, the basis for identifying interested party transactions is the characteristics of the parties to the transaction, namely the likelihood of a conflict between the interests of persons who can determine the fate of the transaction and the interests of the organization itself. The Law on JSC sufficiently formalizes the grounds for interest in a transaction, designating the circle of persons in respect of whom there may potentially be an assumption of interest, and the actual situations where interest occurs.
The JSC Law directly stipulates that an interested party transaction must be approved by the general meeting of shareholders if the size of the transaction is 2 percent or more of the value of the JSC assets (clause 4 of Article 83 of the JSC Law). This provision also provides for other cases similar to the above, but related to the placement of JSC shares.
The procedure for approving interested party transactions is somewhat different from the procedure established for major transactions. In a joint stock company with less than 1,000 voting shareholders, an interested party transaction is approved by a majority vote of disinterested members of the board of directors. However, in a situation where the number of disinterested members of the board of directors is not sufficient to form a quorum at a meeting of the board of directors, an interested party transaction may be submitted to the general meeting of shareholders, in which case it is approved by a majority vote of disinterested shareholders.
In a joint stock company where the number of owners of voting shares exceeds 1000, approval of the transaction occurs by a majority vote of the members of the board of directors, but in this case, disinterested directors must also be independent ; otherwise (if all members of the board of directors are interested or there are no independent members of the board of directors), the transaction is approved in accordance with the above procedure by the general meeting shareholders.
Like major transactions, interested party transactions are subject to the ordinary course of business exception, but only if such transactions were completed before the person became an interested party and only for the period until the next annual general meeting of shareholders.
It is necessary to take into account that in the case where a transaction is both large and a transaction in which there is an interest, in accordance with paragraph 5 of Article 79 of the JSC Law, such a transaction must be approved as an interested party transaction.
Challenging transactions made without prior approval
In terms of the consequences of non-compliance with the approval procedure, negotiated transactions and extraordinary transactions also differ. Due to amendments to civil legislation regarding the invalidity of transactions, there is currently legal uncertainty regarding the issue of challenging transactions of legal entities. Previously, in judicial practice, there were cases where agreed upon transactions were declared invalid as void under Article 168 of the Civil Code of the Russian Federation (see, for example, Resolution of the Federal Antimonopoly Service of the West Siberian District dated October 28, 2013 in case No. A46-2039/2013; Resolution of the Federal Antimonopoly Service of the Moscow District dated 01.09 .2008 No. KG-A40/8049-08 in case No. A40-67107/07-100-523) or as contestable under Article 174 of the Civil Code of the Russian Federation (see, for example, Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated April 27, 2010 No. 18067/09 in case No. A73-14361/2008).
With the introduction of Article 173.1 into the Civil Code of the Russian Federation, all unapproved negotiated transactions must be contested on the basis that the consent of the body of the legal entity was not obtained for their execution. However, it is difficult to establish the circle of persons who have the right to claim under Article 173.1, since it contains a reference only to the person who has the right to give such consent, and other persons named in the law. Since a body of a legal entity cannot make such claims, and a shareholder or a member of the board of directors is not named in the law as persons having the right to sue, the question of who is the appropriate plaintiff under this article remains at the discretion of judicial practice. At the same time, according to this article, a transaction cannot be challenged if the lack of consent does not give rise to legal consequences for the person. Considering that the management structure of a joint stock company includes different management bodies, the consequences for them will be different, and in some cases may be absent altogether, which in itself leads to the impossibility of satisfying such a requirement.
Simultaneously with the introduction of Article 173.1, Article 168 of the Civil Code of the Russian Federation was amended. The current wording of the article suggests that in a case similar to Article 173.1, the transaction can be challenged on the grounds of contradiction to the Law on JSC (clause 1 of Article 168).
With regard to challenging extraordinary transactions, the JSC Law provides for special regulation in comparison with the norms of the Civil Code of the Russian Federation, therefore, in this case the above provisions are not applicable.
By virtue of the direct instructions of the Law on JSC, shareholders, along with the JSC, are the proper plaintiffs in claims challenging extraordinary transactions. However, there is an exception to this rule in the context of the possibility described above to provide in the charter for transactions that are approved as major transactions. According to paragraph 30 of Resolution No. 19, such transactions are contested in accordance with Article 174 of the Civil Code of the Russian Federation, and the person who has the right to file a claim to contest is the JSC. This instruction is supported by the currently prepared draft Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation “On some issues related to challenging major transactions and interested party transactions” exclusively in terms of applying the grounds provided for in paragraph 1 of Article 174 of the Civil Code of the Russian Federation. This project expands the approach to identifying persons in whose interests restrictions are established in the constituent documents of an organization under Article 174 of the Civil Code of the Russian Federation. Along with a legal entity, it is proposed to include its participants as such persons. A similar approach will be applicable to all transactions contested under Article 174 of the Civil Code of the Russian Federation.
When challenging any transactions that require the approval of management authorities, it is necessary to take into account that there may be two types of violations:
(i) no approval decision has been made;
(ii) the decision was made in violation of the approval procedure.
In the first case, challenging the transaction itself is sufficient. In the second, it is necessary to declare the decision invalid together with challenging the transaction, since the invalidity of the decision does not entail the invalidity of the transaction.
Expanding the competence of the management bodies of a joint stock company for the preliminary approval of transactions
The issue of transactions not provided for by the Law onJSC, but additionally included in the competence of the management bodies by the charter of the joint-stock company.
First of all, it is necessary to determine the competence of which management bodies may include additional issues, including issues of approval of transactions.
By the imperative instruction of subclause 20 of clause 1 of Article 28 of the Law on JSC, the competence of the general meeting of shareholders is limited only to those issues that are named in the Law on JSC and cannot be expanded.
The situation is different with the competence of the board of directors: in accordance with the wording of subclause 18 of clause 1 of Article 65 of the Law on JSC, the board of directors has competence with respect to issues named in the Law on JSC, as well as issues that were included in the charter of the JSC in excess of those provided for by the Law, for example, at the initiative of JSC shareholders. Specifiedthe position is also confirmed by judicial practice (see, for example, the Determination of the Supreme Arbitration Court of the Russian Federation dated August 24, 2009 No. VAS-5744/09 in case No. A40-1937/08-131-23; Resolution of the Federal Antimonopoly Service of the Ural District dated August 29, 2005 No. F09-2427/05-C5 in case No. A47-13068/04).
The organizational structure of the company's management bodies may include a collegial executive body (hereinafter referred to as the board), the competence of which can be determined through the residual competence of the general director. The board is not a mandatory management body, so its creation must be justified from the point of view of management efficiency. The fundamental difference between the board of directors and the board of directors is determined by the fact that the board is a permanent body involved in the current activities of the organization, and therefore can actually resolve private issues of economic activity. In turn, the board of directors is formed from invited managers, whose understanding of current activities is formed largely on the basis of the documents provided for the meeting and their general professional experience.
In terms of the validity of including additional transactions/issues within the competence of management bodies, it is necessary to be guided by the specifics of the organization and its activities, since in each specific situation the list of transactions requiring qualified verification and approval may vary. However, such transactions will be subject to the same rules as agreed upon transactions in terms of approval, provided that they are not at the same time extraordinary. However, such transactions are disputed exclusively according to the rules of Article 174 of the Civil Code of the Russian Federation, while according to this article of the Civil Code of the Russian Federation, a mandatory condition for the invalidity of a transaction is the knowledge of the counterparty of the need for its approval.
Despite the above-mentioned need to correlate transactions included in the charter with private factors, based on an analysis of the charters and internal regulations of the largest Russian companies in the public and private sector (for example, EuroChem, Gazprom, Russian Railways, MTS), the author proposes to identify general categories relevant for most organizations, regardless of the specifics of their activities.
First of all, the restriction on transactions without prior approval is justified by the risks of certain transactions. In this sense, it is not enough that the transaction was not unprofitable at the time of its execution. It is important that possible risks are analyzed at the stage before the transaction is concluded, which is quite difficult for the general director to do alone. The higher the risk of such a transaction, the more carefully the transaction should be considered before its conclusion.
In the case of a JSC, it is possible to distribute such additional competence only between the board of directors and the management board, if provided. In practice, this distribution occurs on the basis of a comprehensive or separate determination of the price and quality characteristics of transactions. This means that the charter can enshrine in the competence of the management board and the board of directors transactions that are the same in terms of the subject matter, but with different price thresholds . You can also highlight transactions that, in terms of their quality,characteristics (subject) are considered only by a certain governing body. Finally, one can be guided by both characteristics of transactions.
(i) making investments as the most risky activity that does not guarantee either profitability or return of the asset;
(ii) the organization's exercise of participant rights in key subsidiaries;
(iii) alienation and acquisition of expensive assets, including changes in the share of participation in the authorized capital of other organizations;
(iv) financing of third parties, including issuing loans, purchasing bills, etc.;
(v) transactions related to the possible alienation of non-current assets, including encumbrances;
(vi) obtaining financing from third parties, including loans, issuance of promissory notes, etc.;
(vii) modification of previously reached agreements with counterparties regarding the main obligations of the parties, if such agreement affects the cases defined in paragraphs (i) - (vi).
This list is a generalized conclusion and is relevant for most companies, so it can be taken into account when forming the competence of management bodies. However, the list is based on the idea of efficiently distributing objective risks, which means that it is not suitable for some organizations. For example, in a situation where joint activities are carried out within the framework of one legal entity, relations between partners are burdened with subjective factors; accordingly, priorities may be set in a different way.
Clause 30 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19 “On some issues of application of the Federal Law “On Joint Stock Companies” (hereinafter referred to as Resolution No. 19).
Class Hall is a new addition to the game with the release of Legion. A class stronghold is a zone in which members of a class can perform various actions.
For example:
- return points invested in the properties of the artifact;
- change the appearance of the artifact;
- Complete the 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;
- 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, which are 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
- Increases 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 equipped with 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
Such abilities are triggered under certain conditions. 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: at the beginning of 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 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. These sets are similar in appearance to the sets for completing the Mists of Pandaria challenge mode, but there are slight 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.
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