1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several related transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is 25 or more percent of the book value of the company's assets, determined by according to its financial statements as of the last reporting date, with the exception of transactions made in the course of the ordinary economic activity company, transactions related to the placement by subscription (realization) of the company's ordinary shares, and transactions related to the placement of issue-grade securities convertible into ordinary shares of the company. The charter of the company may also establish other cases in which the transactions made by the company are subject to the procedure for approving major transactions provided for by this Federal Law.
In the event of the alienation or the possibility of alienation of property, the value of such property, determined according to the data accounting, and in the case of the acquisition of property - the price of its acquisition.
2. For the board of directors (supervisory board) of the company and the general meeting of shareholders to take a decision on approval big deal the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this federal law.
1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.
2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company's assets, is taken by all members of the board of directors (supervisory board) of the company unanimously, while the votes of retired members of the board of directors (supervisory board) are not taken into account. ) society.
If the unanimity of the board of directors (supervisory board) of the company on the issue of approval of a major transaction is not reached, by decision of the board of directors (supervisory board) of the company, the issue of approving a major transaction may be submitted for decision general meeting shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.
3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company's assets, is taken by the general meeting of shareholders by a three-quarters majority of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.
4. The decision to approve a major transaction must specify the person (persons) that is its party (parties), the beneficiary (beneficiaries), the price, the subject of the transaction and its other essential terms.
5. If a major transaction is at the same time an interested party transaction, only the provisions of Chapter XI of this Federal Law shall apply to the procedure for its conclusion.
6. A major transaction made in violation of the requirements of this article may be declared invalid at the suit of the company or a shareholder.
7. The provisions of this article shall not apply to companies consisting of one shareholder who simultaneously performs the functions of the sole executive body.
To which self-regulatory organization of appraisers should the appraisal report be sent after the decision by the Federal Property Management Agency on the non-compliance of the appraisal report prepared by the appraiser with the appraisal standards and legislation on appraisal activities, for an examination in order to implement the provisions of paragraph 3 of Article 77 of the Federal Law "On Joint Stock Companies" in case where the valuation report is prepared by several valuers who are members of different self-regulatory organizations appraisers.
As part of the exercise of its powers, the Federal Property Management Agency checks the valuation report prepared by the appraiser for compliance with valuation standards and legislation on valuation activities.
According to paragraph 3 of Article 77 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” (hereinafter referred to as the JSC Law), if the authorized body decides that the valuation report prepared by the appraiser does not comply with the valuation standards and legislation on appraisal activities, the authorized body sends a reasoned opinion for the self-regulatory organization to conduct an examination of the relevant assessment report.
In accordance with Article 22 of the Federal Law of July 29, 1998 No. 135-FZ “On Appraisal Activities in Russian Federation» (hereinafter - Federal Law No. 135-FZ) a self-regulatory organization of appraisers (hereinafter - SRO appraisers) is recognized non-profit organization, created for the purpose of regulating and controlling valuation activities, included in the unified State Register self-regulatory organizations of appraisers and uniting appraisers on terms of membership.
By virtue of Article 20 of Federal Law No. 135-FZ, SROs of appraisers have the right to develop and approve standards and rules for valuation activities that are mandatory for appraisers - members of the relevant SRO of appraisers, which cannot contradict federal valuation standards.
Thus, in the event that the Federal Property Management Agency decides that the appraisal report prepared by appraisers belonging to different appraisers’ SROs does not comply with the appraisal standards and legislation on appraisal activities, and also in order to comply with the rights of appraisers’ SROs, bearing in mind the norms of Article 20 of Federal Law No. 135-FZ , it seems expedient for the Federal Property Management Agency to send a reasoned opinion to the relevant self-regulatory organizations of appraisers, whose members are the appraisers who prepared the appraisal report.
If at least one self-regulatory organization of appraisers, based on the results of the examination of the report on the assessment of a negative conclusion, sends the price of objects determined by the board of directors (supervisory board) of the company in accordance with paragraph 3 of Article 77 of the JSC Law, is recognized as unreliable.
Upon receipt of a positive conclusion on the results of the examination of the SRO of appraisers of the assessment report, the authorized body has the right to challenge the results of the examination in court.
- Encyclopedia of judicial practice. Determining the price (monetary value) of property (Article 77 of the Federal Law "On Joint Stock Companies")
- 1. Determining the price of property
- 1.1. The cost of the placement of shares determined by the board of directors must not be lower than the nominal value, while engaging an independent appraiser to determine the value of shares is a right, not an obligation of the board of directors
- 1.2. The decision of the board of directors to determine the value of shares significantly below their market value is contrary to the requirements of the law
- 1.3. If the fact of non-compliance of the rent with market prices, the absence of a petition for the appointment of an expert examination, there are no grounds for invalidating the decision of the board of directors on the price of transactions
- 1.4. The current legislation does not provide for the obligation of a company to determine the market value of its shares in cases where a shareholder transfers his shares of the company as a pledge
- 1.5. The absence of a decision of the board of directors to determine the price of transactions does not indicate a distortion of the will of the shareholders expressed by them when voting at the meeting, if information on the price of transactions is indicated in the notice of the meeting and was discussed during the meeting
- 1.6. The appraiser's report is one of the evidence substantiating the shareholder's arguments about the non-compliance of the buyback price determined by the board of directors with the market price of shares
- 1.7. If there are several disputed reports on the value of shares, the report of an independent appraiser is one of the evidence in the case
- 1.8. The placement price or the repurchase price of the issue-grade securities of the company is determined from the market value, but not lower than their nominal value, regardless of the type of subscription
- 1.9. In the absence of a board of directors in the company, the placement price of shares equal to their market value is determined by the decision of the general meeting of shareholders
- 1.10. The actual placement of shares at a price below the market contradicts the goal of attracting significant investments for the development of society
- 1.11. The procedure for determining the price of property, placement or redemption of emissive securities is applied in cases where the company itself, and not its shareholders (individuals), is a party to the transaction
- 1.12. The sale of property at a price below the market price is possible if no evidence is provided that the determination of the market value of the alienated property was mandatory
- 2. The price of alienated property upon approval of major transactions and transactions with interest
- 2.1. Upon approval of a transaction in which there is an interest, the price of the alienated property may be determined simultaneously with the decision to approve the purchase and sale transaction
- 2.2. Prior to making a decision to conclude a transaction in which there is an interest, the board of directors must determine that the value that the company will receive for the alienated property is not lower than the market value
- 2.3. If the only disinterested shareholder who participated in the general meeting abstained, this does not mean that the procedure for approving an interested party transaction has been followed
- 2.4. Bringing by an interested person only to the attention of the members of the board of directors present the price of the alienated property is a violation of the procedure for making transactions in which there is an interest
- 2.5. If the disputed contract is not a major transaction, a transaction with interest, the arguments on violation of the rule on involvement of the state financial control body cannot be taken into account.
- 2.6. Determination by the board of directors of the price of property based on its market value is necessary when it approves a major transaction
- 2.7. If the issue of determining the market value of the property alienated under the transaction is not subject to mandatory consideration by the board of directors or the general meeting of shareholders, it may be determined by the general director of the company by agreement with the other party to the transaction
- 2.8. In the absence of a control body, the involvement of which is mandatory on the date the board of directors makes a decision to approve transactions for the alienation of shares, the procedure for establishing the market value of shares is not considered violated.
Encyclopedia judicial practice
Determining the price (monetary value) of property
(Article 77 of the Federal Law "On Joint Stock Companies")
1. Determining the price of property
1.1. The cost of the placement of shares determined by the board of directors must not be lower than the nominal value, while engaging an independent appraiser to determine the value of shares is a right, not an obligation of the board of directors
The courts rightly considered that the provisions of Art. 77 of Law N 208-FZ do not require the obligatory engagement of an independent appraiser to determine the market value of additional shares and pointed to the plaintiff's failure to prove the circumstances to which he referred in support of his claims about the discrepancy between the placement price of additional shares determined by the Board of Directors and their market value.
In refusing to invalidate the decision of the board of directors regarding the determination of the price for the repurchase by the company from the shareholders of their shares, the courts proceeded from the fact that no violations of the requirements were committed during its adoption, provided by the norms articles 75, Federal Law of 26.12.1995 N 208-FZ "On Joint Stock Companies".
Taking into account that the said norms do not contain the requirement for the obligatory assessment of an independent expert to determine the redemption value of shares, as well as the presence in the case of other reports of independent appraisers containing different final values of the market value of the disputed shares, the judicial panel finds no grounds for reviewing this case in supervisory procedure, since the subject of supervisory proceedings is not a review of the specific circumstances of the case and a reassessment of the evidence available in it.
Guided by the provisions of articles 77 - 79 of the Federal Law "On Joint Stock Companies", the courts came to a reasonable conclusion that the involvement of an independent appraiser to determine the market value of the alienated property is not mandatory.
Refusing to satisfy the stated requirements, the courts came to the correct conclusion that the failure to involve an independent appraiser for the assessment of the alienated property cannot serve as a basis for recognizing the disputed contract as invalid.
In cases where, in accordance with this Federal Law, the price (monetary value) of property, as well as the placement price or the price of repurchase of the issue-grade securities of the company are determined by the decision of the board of directors (supervisory board) of the company, they must be determined based on their market value. An independent appraiser may be involved to determine the market value (paragraphs 1 and 2 of Article 77
Thus, the value of the placement of shares determined by the board of directors must not be lower than the nominal value, while engaging an independent appraiser to determine the value of shares is a right, not an obligation of the board of directors.
An independent appraiser may be involved to determine the market value (clauses 1 and 2 of Article 77 of the Law on Joint Stock Companies).
It follows from these norms that the value of the placement of shares determined by the board of directors must not be lower than the nominal value, while engaging an independent appraiser to determine the value of shares is a right, not an obligation of the board of directors.
In the case under consideration, the placement price of shares determined by the board of directors is not lower than their nominal value (10 times higher than their nominal value) does not contradict the Law on Joint Stock Companies.
The value of the shares to be placed determined by the board of directors (supervisory board) must not be lower than the nominal value, while engaging an independent appraiser to determine the value of shares is a right, not an obligation, of the board of directors.
In such circumstances, the placement price of shares determined by the Supervisory Board of the Bank-Issuer does not contradict the requirements of Articles 36 and the JSC Law.
As the court of appeal correctly pointed out, the current legislation provides for the disclosure of information about the placement price of shares, and not about their market valuation by an independent appraiser.
By general rule the market price of the property being sold is determined by the board of directors, which is entitled, but not obliged, to engage an independent appraiser, unless such obligation is expressly established by the Joint Stock Companies Law. The Law expressly establishes the obligation to involve an independent appraiser when buying back shares by a company at the request of a shareholder (the Law). With regard to a major transaction, the Law provides that upon its approval, the price of the alienated or acquired property is determined by the board of directors in accordance with Article 77 of the Law (Part 2 of Article 78), that is, with or without the involvement of an independent appraiser. A major transaction may be declared invalid at the suit of the company or a shareholder in case of violation of the procedure for its approval (Part 6 of Article 79). Thus, the norms of the Law that directly regulate the procedure for making a major transaction contain only a reference to the Law, but do not establish the obligation to engage an independent appraiser and at the same time indicate the disputability of major transactions, even if they are made without the approval of the board of directors at all or in certain cases without approval. general meeting.
1.2. The decision of the board of directors to determine the value of shares significantly below their market value is contrary to the requirements of the law
The courts of appeal and cassation, having established that the value of shares determined by the decision of the board of directors is significantly lower than their market value, reasonably concluded that the decision of the board of directors regarding the determination of the value of shares contradicts the requirements of Article 77
In full accordance with the materials of the case (including on the basis of forensic examination data), the court of appeal found that the value of the share determined by the decision of the board of directors was significantly lower than its market value.
Under such circumstances, the court of appeal came to the correct conclusion that the said decision of the board of directors, in the disputed part, contradicts the requirements of Articles 74
Having assessed the arguments and objections of the persons participating in the case, taking into account that the defendant did not provide evidence of the publication of information about the purchase price, demand and offer of shares of the company, as well as evidence of the involvement of an independent appraiser, the courts came to the conclusion that the supervisory The board of the company did not substantiate the adoption of a decision on the share buyback price in the amount of one ruble per share.
1.3. In case of failure to prove the fact of non-compliance of the rent with market prices, the absence of a petition for the appointment of an examination, there are no grounds for invalidating the decision of the board of directors on the price of transactions
According to the company, the disputed transactions concluded at prices determined by the decision of the board of directors of the company will entail losses for the company in the form of lost income from the lease of non-residential retail premises.
Mandatory determination by the company's board of directors of the market value of the company's issue-grade securities is required in cases expressly provided for by the Law on Joint Stock Companies.
At the same time, none of the norms of the said Law obliges the company to determine the market value of its shares in connection with the transfer by the shareholder of the company's shares belonging to him as a pledge to the bank.
1.5. The absence of a decision of the board of directors to determine the price of transactions does not indicate a distortion of the will of the shareholders expressed by them when voting at the meeting, if information on the price of transactions is indicated in the notice of the meeting and was discussed during the meeting
As correctly established by the court of first instance, the votes of interested members of the board of directors should not have been taken into account when the board of directors decided on the issue of determining the price of transactions. At the same time, the absence of a decision of the board of directors on determining the price of transactions, in the opinion of the court of cassation, cannot be considered a violation, entailing the invalidity of the contested decisions of the general meeting of shareholders. This circumstance in itself cannot indicate a distortion of the will of the shareholders expressed by them when voting at the meeting, provided that full information about the transactions, including their price, was indicated in the notice of the meeting and discussed during the meeting.
1.6. The appraiser's report is one of the evidence substantiating the shareholder's arguments about the non-compliance of the buyback price determined by the board of directors with the market price of shares
To determine the buyback price of shares, the involvement of an independent appraiser is mandatory (clause 2, article 77 of the Law on Joint Stock Companies).
Evidence substantiating the shareholder's arguments that the repurchase price determined by the board of directors does not correspond to the market price of the shares includes an appraiser's report.
Rejecting the plaintiff's claims to invalidate the expert opinion, the courts of the first and appeal instances proceeded from the following.
The plaintiff did not submit another report / expert opinion of an independent appraiser, did not file a request for an appropriate forensic examination.
At the same time, the plaintiff does not dispute the value indicated in the report, determined by the appraiser, both for all positions and for each separately.
The courts came to reasonable conclusions that society "A", in violation of the requirements of Art. 65 of the Arbitration Procedure Code of the Russian Federation, did not provide evidence showing that the price of ordinary and preferred shares of company "B" determined by the appraiser does not correspond to their market value, and about a different amount of the price of preferred shares of company "B", and the arguments of company "A" about the impossibility to determine the number of shares to be repurchased at various prices for ordinary and preferred shares are based on a misinterpretation of the law, are speculative and unsubstantiated.
The appraiser's report was examined and evaluated by the courts, in accordance with Art. 71 of the Arbitration Procedure Code of the Russian Federation and based on the results of the study and evaluation of this report, the courts came to the conclusion that the method used by the appraiser for calculating the share repurchase price complies with the requirements of Art. 75 of the Law on joint-stock companies, provided that evidence to the contrary is not presented, and the report is not challenged
Thus, the claim was rightly dismissed.
In case of contesting the value of the appraisal object within the framework of consideration of a specific dispute over a transaction, act government agency, solutions official or the governing body of a legal entity (including a dispute on invalidating a transaction, challenging a non-normative act, invalidating a decision of a governing body of a legal entity, etc.), the report of an independent appraiser is one of the evidence in the case (Arbitration Procedure Code of the Russian Federation). The assessment of this evidence is carried out by the court in accordance with the rules of Chapter 7 of the said Code.
As can be seen from the materials of the case, the share buyback price was determined by the board of directors of the company on the basis of a report by an independent appraiser of OOO Ts.
In the course of consideration of the present case by the arbitration court in accordance with Article 82 of the Arbitration Procedure Code of the Russian Federation, at the request of the plaintiff, an forensic examination in a limited liability company "C", which determined a different market value for the repurchase of the company's shares.
Thus, the forensic examination refuted the reliability of the assessment of an independent appraiser - LLC "Ts".
The Company during the trial did not challenge the specified expert opinion and refused to conduct a re-examination.
Under such circumstances, the appellate arbitration court, having assessed the evidence available in the case in accordance with the requirements of Article 71 of the Arbitration Procedure Code of the Russian Federation, rightfully canceled the decision of the court of first instance and satisfied the claims made by the shareholder.
1.8. The placement price or the repurchase price of the issue-grade securities of the company is determined from the market value, but not lower than their nominal value, regardless of the type of subscription
Believing that the refusal to state registration of the additional issue of securities did not meet the requirements of the Law, the Company applied to the arbitration court with this application. According to the plaintiff, the Board of Directors of the Company has the right, based on the market value of the shares, to set the price of their placement not lower than the nominal value.
The Court of Appeal correctly determined that, in accordance with paragraph 1 of Art. 36 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies", payment for additional shares in companies placed by subscription is carried out at a price determined by the board of directors (supervisory body) of the company in accordance with Article 77 of the said Federal Law, but not lower than face value. Clause 1 of Article 77 of this law provides that in cases where, in accordance with this Federal Law, the price (monetary value) of property, as well as the placement price or the price of repurchase of the issue-grade securities of the company are determined by the decision of the board of directors (supervisory board) of the company, they must be determined based on market value. The current legislation does not contain any other rules regarding the determination of the price of additional shares, except based on the market value, but not lower than their nominal value. At the same time, the legislator does not make the procedure for determining the price dependent on the type of subscription (open, closed).
1.9. In the absence of a board of directors in the company, the placement price of shares equal to their market value is determined by the decision of the general meeting of shareholders
It follows from the charter of the company that there is no board of directors in the company, the purchase price or the demand price and the offer price of the company's shares in funds mass media were not published, in connection with which the general meeting of shareholders approved the placement price of shares in the amount of 1 (one) ruble on the basis of an analytical note on the market value of the company's shares, compiled by the head of the economic research laboratory.
In this regard, the courts pointed out that the placement price of shares determined by the decision of the general meeting of shareholders of the company, equal to their market value, does not contradict the requirements of Articles 36 and the Federal Law "On Joint Stock Companies".
1.10. The actual placement of shares at a price below the market contradicts the goal of attracting significant investments for the development of society
The court of first instance came to the correct conclusion that the plaintiff proved the fact that the contested decisions were taken with significant violations of Federal Law N 208-FZ and the rights of the bank, since the actual placement of shares at a price below the market did not pursue the goal of attracting significant investments for the development of society; as a result of the additional issue of securities, the bank loses corporate control, because, being a minority shareholder in relation to the majority shareholder, as a result of the sale priority right acquisition of shares in proportion to the number of shares of the corresponding type (ordinary), the influence of the bank will be reduced to 20.08%, while the percentage of the majority shareholder in the company will increase to 77.82%. Consequently, the contested decisions are not aimed at attracting significant investments for the development of the company, but at reducing the scope of the corporate rights of a minority shareholder - a bank, provided for in Article 48 of Federal Law N 208-FZ - eliminating it from resolving issues that require a three-quarters majority at the meeting.
1.11. The procedure for determining the price of property, placement or redemption of emissive securities is applied in cases where the company itself, and not its shareholders (individuals), is a party to the transaction
Art. 77
From the analysis of the provisions of the Federal Law "On Joint Stock Companies" it follows that the established Art. 77 of this Federal Law, the procedure for determining the price of property, as well as the price of placement or redemption of emissive securities, is applied in cases where the company itself, and not its shareholders (individuals), is a party to the transaction.
The courts, refusing to satisfy the claims, proceeded from the fact that the disputed shares belonged to the defendant by right of ownership, therefore, in order to conclude a transaction for the purchase and sale of securities made between individuals, it is not required to determine the market value of the alienated property. In addition, the courts pointed out that the plaintiff did not provide evidence of a violation by the disputed transaction of her rights and legitimate interests as a shareholder of the company.
The procedure for determining the price of property, as well as the price of placement or redemption of issue-grade securities, established by Art. 77 of the said Law, is applied in cases where the party to the transaction is the company itself, and not its shareholders (individuals).
Referring to the fact that when determining the sale price of the alienated property, the defendant, in violation of Art. 77 of the Federal Law "On Joint-Stock Companies" and clause 14.2 of the company's charter did not make a monetary valuation of this property based on its market value, as a result of which the bus station building was sold at a deliberately low price, the plaintiff, as a shareholder and holder of 500 ordinary registered shares of the company, applied to arbitral tribunal with this claim.
In refusing to satisfy the stated requirements, the courts of the first and appeal instances reasonably proceeded from the following.
By itself, the fact that the said building was sold at a price below the market price does not contradict the current legislation. Evidence that in this case, the determination of the market value of the alienated property and its sale at this price were mandatory for the board of directors of the company, the plaintiff did not provide.
2. The price of alienated property upon approval of major transactions and transactions with interest
2.1. Upon approval of a transaction in which there is an interest, the price of the alienated property may be determined simultaneously with the decision to approve the purchase and sale transaction
The court of cassation rejects the arguments of the cassation appeal that the absence of a preliminary decision of the general meeting of shareholders of the company on determining the price of the alienated non-residential premises based on its market value is the basis for recognizing the decision to approve the conclusion of the contract for the sale of built-in non-residential premises as invalid, since the price of the alienated property was determined by the general meeting of shareholders of the company simultaneously with the decision to approve the sale and purchase transaction, which does not contradict the provisions of the Law on Joint Stock Companies.
Having established that, when making the contested transaction, the requirements stipulated by the Law on joint-stock companies, including the determination of the price of the alienated property based on its market value, were met, the courts of the first and appellate instances also rightfully refused to satisfy the statement of claim in terms of invalidating the disputed transaction and applying the consequences of its invalidity.
2.2. Prior to making a decision to conclude a transaction in which there is an interest, the board of directors must determine that the value that the company will receive for the alienated property is not lower than the market value
Prior to making a decision on concluding transactions in which there is an interest, the company's board of directors must establish that the value that the company will receive for the alienated property is not lower than the market value of this property, determined in accordance with the rules of Article 77 of the Federal Law "On Joint Stock Companies".
Prior to making a decision to conclude a transaction in which there is an interest, the board of directors of the company must establish that the value that the company will receive for the alienated property is not lower than the market value of this property, determined in accordance with the rules of Article 77 of the Federal Law of the Russian Federation "On Joint Stock Companies ".
Prior to making a decision to conclude a transaction in which there is an interest, the board of directors of the company must establish that the value that the company will receive for the alienated property is not lower than the market value of this property, determined according to the rules of Article 77 of the Federal Law "On Joint Stock Companies".
2.3. If the only disinterested shareholder who participated in the general meeting abstained, this does not mean that the procedure for approving an interested party transaction has been followed
As reasonably indicated by the courts, the only disinterested shareholder who participated in the general meeting of shareholders of the company with an agenda that included the issue of selling part of the company's assets was [one of the shareholders], however, as follows from the minutes of this general meeting, when voting on this issue she abstained.
As correctly noted by the courts, there is no proper evidence in the case file that the value at which the disputed property was alienated was determined in the manner prescribed by Art. 77, Federal Law "On joint-stock companies", and corresponded to its actual market value.
2.4. Bringing stakeholder only to the attention of the members of the board of directors present, the prices of the alienated property is a violation of the procedure for making transactions in which there is an interest
The materials of the case confirm that the price of the alienated property was not determined by the board of directors on the basis of the market value. According to the testimony of witnesses, the price of the property was only brought to the attention of the members of the board of directors who were present, while, in violation of the law, the interested person, without any justification, was not discussed at all at the meeting of the board.
Under such circumstances, the conclusions of the court on the observance of the procedure for making transactions in which there is an interest, when concluding the disputed transactions, do not correspond to the circumstances of the case.
2.5. If the disputed contract is not a major transaction, a transaction with interest, the arguments on violation of the rule on involvement of the state financial control body cannot be taken into account.
Taking into account the conclusion of the courts that the contract for the sale of non-residential premises is not a major transaction and is not an interested party transaction, neither its argument that the courts incorrectly calculated the limitation period for claims on the recognition of the contract as invalid as a major transaction and a transaction with an interest, nor his argument about the violation of the rule of paragraph 3 of paragraph 3 of Article 77 of the Federal Law "On Joint Stock Companies", dated 26.12.1995 N 208-FZ (as amended at the time of the transaction) , since, by virtue of paragraph 1
Taking into account the conclusion of the courts that the disputed sales contracts are not major transactions, the management’s argument about the violation of the rule of paragraph 3 of paragraph 3 of Article 77 of the Joint Stock Companies Law is not taken into account, since, by virtue of paragraph 1 of this article, there were no grounds for applying this rule.
The court found that the disputed transaction was not major for the company, since the book value of the alienated property was less than 25 percent of the book value of the company's assets. Therefore, there was no need to involve the state control body to determine the market value of the property being sold, as provided for by paragraph 3 of Article 77 of the Law on Joint Stock Companies.
2.6. Determination by the board of directors of the price of property based on its market value is necessary when it approves a major transaction
The market value of property is subject to determination by the board of directors of the company in accordance with the procedure established by Article 77 of the Law on Joint Stock Companies, when concluding a major transaction for the alienation or acquisition of property, as well as in other cases when the Law provides for the need to determine the value of property in accordance with this article.
Arbitration courts, when resolving such disputes, must proceed from the fact that the Law on Joint Stock Companies is applied in combination with other norms of the Law, referring to its provisions in terms of determining the market value of property. Determining the value of property that is the subject of a major transaction, in the manner prescribed by Article 77 of the Law on Joint Stock Companies, falls within the competence of the Board of Directors (clause 2 of Article 78 of the Law). The Board of Directors may also decide on the conclusion of such a transaction within the powers granted to it by Article 79 of the said Law. If the value of property determined by the board of directors exceeds 50 percent of the book value of the company's assets, the issue of making a major transaction is submitted for consideration by the general meeting of shareholders.
In cases where the transaction on the acquisition or alienation of property by the company (associated with the possibility of alienating property) is not a major one, the market value of the alienated or acquired property may be determined by the general director of the company by agreement with the other party participating in the transaction, if it is necessary to transfer this issue on the decision of the board of directors or the general meeting of shareholders is not provided for by other norms of the law (for example, in connection with the conclusion of a transaction in which there is an interest, - Article 83 of the Law on Joint Stock Companies; when the company acquires and redeems shares from shareholders - Article 72, of that same Law).
Referring to the abuse of the right by the board of directors of the company when deciding to contribute property to the authorized capital of the newly created company at a price significantly lower than the market price, a decrease in the value of the company's shares, the plaintiff filed this claim with the arbitration court.
The courts correctly pointed out that, in accordance with the Federal Law "On Joint Stock Companies", the price of property is determined by the decision of the board of directors of the company when concluding a major transaction and a transaction with interest.
The disputed sale and purchase agreement is not a major transaction or a transaction of interest.
The plaintiff did not provide references to the rule of law providing for the approval of the transaction by the board of directors in this particular case.
The shareholder of the Shipping Company - the Federal Property Management Agency, believing that the loan agreement and the subsequent mortgage agreement are major transactions concluded without the approval of the board of directors of the company, filed this claim with the arbitration court.
For the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.
The courts justifiably recognized that the disputed transactions are not major for the Shipping Company, since the amount of the loan and the value of the pledged property do not exceed 25 percent of the book value of the Shipping Company's assets, determined according to its financial statements as of the last reporting date.
2.7. If the issue of determining the market value of the property alienated under the transaction is not subject to mandatory consideration by the board of directors or the general meeting of shareholders, it may be determined by the general director of the company by agreement with the other party to the transaction
Given that the provisions of this article are applied in relation to other provisions of this Law, including the provisions on the procedure for concluding certain types of transactions and on the competence of the management bodies of a joint-stock company, the arbitration courts came to the correct conclusion that if, by virtue of a direct indication of the law, the issue on determining the market value of the property alienated under the transaction is not subject to mandatory consideration by the board of directors or the general meeting of shareholders, it can be determined by the general director of the company by agreement with the other party to the transaction.
Since the transaction for the sale of property was neither a major transaction for the company, nor a transaction in which there was an interest, it was not required to determine the value of the company's real estate alienated under it in the manner established by Article 77 of Federal Law No. 208-FZ of December 26, 1995.
Taking into account the value of the property under the contract, as well as the market value of the property determined by expert means, the courts came to the rightful conclusion that the contested transaction of the Company is not a major one for it, and therefore there is no need to obtain the consent of the board of directors or the general meeting of shareholders.
In this case, the issue of determining the market value of the alienated property may be resolved by the General Director of the Company by agreement with the other party to the transaction.
When considering the case, the company pointed out that the state financial control body was not involved in determining the share price.
Meanwhile, from the analysis of the provisions of the Decree of the President of the Russian Federation "On measures to protect the rights of shareholders and ensure the interests of the state as an owner and shareholder" dated 08.18.1996 N 1210, Decree of the Government of the Russian Federation dated 09.20.1993 N 926, Decree of the Government of the Russian Federation dated 01.06. 1998 N 537, Decree of the Government of the Russian Federation of November 27, 2004 N 691, it follows that on the date of the decision by the Board of Directors of the company to approve transactions for the alienation of shares, the state financial control body, the involvement of which is mandatory by virtue of paragraph 3 of Art. 77 of the Federal Law "On Joint Stock Companies", was not formed, in connection with which the company did not violate the procedure established by law when establishing the market value of shares.
In such circumstances, given that the decision of the board of directors was not invalidated in accordance with the procedure established by law, the courts reasonably concluded that the share purchase and sale transaction concluded by the company with the interested person was duly approved by the Board of Directors.
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02.11.2001
REVIEW
dispute resolution practice
with the application of the legislation on joint-stock companies
APPROVED
Presidium of the Federal
Arbitration Court of the Ural District
protocol No. 8 dated 02.11.2001
The Federal Arbitration Court of the Urals District conducted a study of the practice of consideration by the district courts of disputes related to the application of legislation on joint-stock companies.
In accordance with Art. 26 of the Federal Constitutional Law "On Arbitration Courts in the Russian Federation" we inform the arbitration courts of the developed recommendations.
Abbreviations:
AOOT - open joint stock company
OJSC - open joint stock company
CJSC - closed joint stock company
LLC - Limited Liability Company
Civil Code of the Russian Federation - Civil Code of the Russian Federation
Arbitration Procedure Code of the Russian Federation
FZ - federal law
Law - Federal Law "On Joint Stock Companies"
JSCB - joint-stock commercial bank
Amendments - Federal Law of the Russian Federation No. 120-FZ dated 07.08.01 “On Making Amendments and Additions to the Federal Law “On Joint-Stock Companies”, comes into force on 01.01.2002.
1. Violation of the procedure for the transformation of a joint-stock company, provided for in Art. 20 of the Federal Law "On Joint Stock Companies" (hereinafter - the law), entails the recognition of invalid state registration of a newly created legal entity.
An open joint stock company applied to Court of Arbitration with a claim to the district administration to invalidate the resolution on the transformation of the JSC into an LLC and the registration of a limited liability company, the recognition of the agreement on its creation as null and void and the obligation of the defendant to return the illegally used property of the plaintiff.
By the decision of 04.01.01 of the Arbitration Court, the decision of the district administration on the transformation of the AOOT into an LLC, on the registration of the LLC, was declared invalid, and the rest of the claims were denied.
By the decision of the appellate instance of the same court, the decision of 04.01.01 was upheld.
Recognizing as invalid the decision of the district administration to register an LLC, the arbitration court proceeded from the illegality of the actions of the registering authority.
In the case file there is no evidence of compliance with the established Article.Article. 20, 48 of the Law and the provisions of the AOOT Charter of procedures for holding extraordinary general meetings of shareholders of the company. The deed of transfer confirming the succession of the newly created legal entity (LLC) in relation to the reorganized AOOT in accordance with Art. 58, 59 of the Civil Code of the Russian Federation, Art. 20 of the Law.
Since the courts of both instances examined and correctly assessed the documents on the reorganization of the OJSC (protocols, the charter of the joint-stock company, and other documents), the court of cassation left the judicial acts held in the case unchanged.
Changesto Art. 20 of the Law provides for the right of the company to be transformed into non-commercial partnership by unanimous decision of all shareholders.
2. The board of directors is not entitled to determine the method of placement of shares by an open joint stock company. The share purchase agreement concluded in violation of Art. 39 of the Federal Law "On Joint Stock Companies", is declared invalid by virtue of Art. 168 of the Civil Code of the Russian Federation
The LLC applied to the arbitration court against the open joint stock company with a claim to invalidate the minutes of the board of directors.
The Arbitration Court satisfied the claims, indicating that the Board of Directors of OJSC, in violation of Art. 39 of the Federal Law “On Joint Stock Companies”, decided to conduct a closed subscription for shares, the Board of Directors did not comply with the requirements of Art. 83 of the Federal Law "On Joint Stock Companies", which establishes the requirements for the procedure for concluding a transaction in which there is an interest.
In accordance with Part 2 of Art. 39 of the Law, the methods of placement (open or closed subscription) of JSC shares are determined by the Charter of the company, and in the absence of instructions in the Charter of the company - by the decision of the general meeting of shareholders. The method of placement of shares was not determined either by the Charter of the company or by the decision of the general meeting, therefore, the placement of shares should be carried out by open subscription, that is, among a circle of persons unlimited in advance.
The board of directors of the JSC decided to conduct a closed subscription, placing them among the persons who offered a price acceptable to the shareholder. The Board of Directors limited in advance the circle of persons participating in the subscription for shares, which is contrary to the requirements of Part 2 of Art. 39 of the Law.
Since the minutes of the Board of Directors of the JSC were adopted in violation of the requirements of the Federal Law “On Joint Stock Companies”, the court rightfully ruled to invalidate the minutes of the Board of Directors of the JSC.
The LLC applied to the arbitration court against the JSC, the limited liability company and the company with a claim to invalidate the transactions for the alienation of shares between the defendants, concluded among a limited circle of persons (by closed subscription) and to apply the consequences of the invalidity of the transactions.
The conclusion of the court of first instance that the transactions are valid in connection with their subsequent approval by the company in accordance with paragraph 2 of Art. 183 of the Civil Code of the Russian Federation contradicts the norms of the Federal Law "On Joint Stock Companies".
In accordance with the Charter of the OJSC, the competence of the board of directors includes making decisions on the placement of bonds and securities by the company.
By virtue of Art. 39 of the Federal Law "On Joint-Stock Companies", in the absence of instructions in the charter of the company or the decision of the general meeting of shareholders on the issue of the method of placement of shares, placement can be carried out only through open subscription.
The method of placement of shares was not determined either by the Charter of the OJSC or by the decision of the general meeting, therefore, by virtue of Part 2 of Art. 39 of this law, the placement of shares must be carried out by open subscription.
The court of cassation concluded that the agreements on the alienation of shares are invalid on the basis of Art. 168 of the Civil Code of the Russian Federation as inappropriate Part 2 of Art. 39 of the Federal Law “On Joint Stock Companies”, the case was sent for a new consideration, t.to. claims for the application of the consequences of the invalidity of transactions were not considered by the court of first instance.
Changes a different procedure for placing shares through a closed subscription has been established, which should be carried out only by decision of the general meeting of shareholders to increase the authorized capital by placing additional shares, adopted by a qualified majority of shareholders participating in the general meeting of shareholders (clause 3 of article 39 of the Law)
3. General meeting of shareholders by virtue of Art. 32 of the Federal Law "On Joint Stock Companies" has the right to decide on non-payment of dividends on preferred shares, the amount of the dividend for which is determined in the charter of the company.
The General Meeting of Shareholders of the JSC decided not to pay dividends on all types of shares, including preferred shares, the amount of dividend for which is determined in the company's charter.
The investment fund applied to the arbitration court against the JSC to invalidate the decision of the annual general meeting of shareholders in terms of approving the distribution of profits based on the results of the company's work and non-payment of dividends on preferred shares based on the results of the company's work.
The arbitration court of the first and appeal instances, satisfying the claims, proceeded from the fact that the decision in this case does not comply with Art. 1 of the Civil Code of the Russian Federation and violates civil rights the plaintiff - the owner of preferred shares.
The general rights of shareholders - owners of preferred shares are enshrined in Art. 32 of the Federal Law "On Joint Stock Companies". It follows from the content of clause 4 of this article that the general meeting of shareholders may decide not to pay dividends on preferred shares, the amount of the dividend on which is determined in the company's charter. A similar rule is enshrined in paragraph 3 of Art. 42 of the said Law.
Since the possibility of a decision on non-payment of dividends by the general meeting of shareholders is provided for by law, the court's conclusion about the violation of Art. 1 of the Civil Code of the Russian Federation is untenable.
Judicial acts on the case were annulled by the court of cassation.
4. The pre-emptive right to acquire shares of a closed joint stock company shall not apply in cases of their gratuitous alienation by a shareholder.
The LLC applied to the arbitration court with a claim for the obligation of the registrar to make entries in the register of shareholders of the CJSC on the transfer to the plaintiff of the ownership of 86 ordinary non-documentary shares of the company acquired under a donation agreement concluded with a citizen.
The registrar refused the LLC to make an entry in the register of shareholders, referring to the provisions of the Charter of the CJSC, which provide for the alienation of the company's shares only with the consent of the remaining shareholders, their pre-emptive right to acquire shares, the obligation of the person alienating the shares to provide a document confirming the issuer's notification of the transaction.
By the decision of the court of appeal, the claims were satisfied, the court ordered the holder of the register - the registrar - to make entries in the register of shareholders of the CJSC on the transfer of ownership of the company's shares to the plaintiff.
In accordance with Art. 7 of the Federal Law “On Joint Stock Companies”, the pre-emptive right to acquire shares of a closed joint-stock company does not apply in the event of their gratuitous alienation by a shareholder (under a donation agreement).
According to Part 1 of Art. 45 of the Federal Law "On Joint Stock Companies", an entry in the register of shareholders of the company is carried out at the request of a shareholder or a nominal shareholder no later than three days from the date of submission of the documents stipulated by the legal acts of the Russian Federation.
Since the plaintiff submitted to the registrar a transfer order signed by the previous owner of the shares, the order contains a reference to the donation agreement, there were no grounds for refusing to make an entry in the register of shareholders.
In accordance with Changes to Art. 45 of the Law, the three-day period for making an entry in the register of shareholders from the moment the relevant documents are submitted may be reduced by legal acts of the Russian Federation.
5. The decision to increase the authorized capital by placing additional shares is entitled to be taken by the general meeting of shareholders. The adoption of this decision does not fall within the exclusive competence of the board of directors of the company.
The company applied to the arbitration court against the JSC with a claim to invalidate the decision of the meeting of shareholders of the company in terms of the procedure and conditions for the placement of additional shares.
The arbitration court dismissed the claims.
In accordance with paragraph 3 of Art. 28 of the Federal Law "On Joint Stock Companies", additional shares may be placed by the company only within the limits of the number of declared shares established by the company's charter. If the decision on the issue of increasing the authorized capital by placing additional shares is within the competence of the general meeting of shareholders, then the decision to increase the authorized capital of the company by placing additional shares may be taken by the general meeting of shareholders simultaneously with the decision to increase the number of declared shares.
As follows from the Charter of the joint-stock company, as well as the rules of Art. 48, 65 of the Federal Law "On Joint Stock Companies", the decision to increase the authorized capital by placing additional shares does not fall within the exclusive competence of the board of directors of the company.
The court's conclusion that there are no grounds for invalidating the decision of the general meeting of the joint-stock company in terms of the procedure and conditions for the placement of additional shares is legitimate and complies with the Federal Law "On Joint-Stock Companies".
Changesto Art. 28 of the Law establishes that the decision to increase the authorized capital by increasing the nominal value is taken only by the general meeting of shareholders.
The decision to increase the authorized capital by placing additional shares can be taken by both the general meeting and the board of directors, while the board of directors makes a decision unanimously, without taking into account the votes of retired members of the board.
6. The list of grounds contained in paragraph 4 of Art. 53 of the Law "On Joint Stock Companies", in the presence of which the board of directors (supervisory board) has the right to refuse to include the proposal on the agenda, is exhaustive.
LLC applied to the arbitration court against the open joint stock company with a claim to invalidate the decision of the board of directors to refuse to include the issue of termination of powers in the agenda of the general meeting of shareholders CEO and nomination of candidates to the Audit Commission.
The courts of first and appeal instances recognized the decision of the board of directors on the listed issues as complying with the requirements of the Law of the Russian Federation “On Joint Stock Companies”.
Paragraph 4 of Art. 53 of the Federal Law "On Joint Stock Companies" contains an exhaustive list of grounds under which the board of directors (supervisory board) has the right to refuse to include a proposal on the agenda.
The available materials of the case indicate that the proposals of the shareholder on the agenda comply with the requirements of Art. 53 of the Federal Law "On Joint Stock Companies".
The requirement to provide evidence of the reasonableness of the motives (non-fulfillment by the general director of the company's charter, etc.) of raising questions about their inclusion in the agenda of the general meeting, art. 53 of the Law does not contain. This circumstance cannot serve as a basis for refusing to include the issues of early termination powers of the General Director and the election of another person to this position.
The court of cassation changed the judicial acts, invalidated the decision of the board of directors regarding the refusal to include in the agenda annual meeting shareholders of the issue of early termination of the powers of the General Director and refusal to include another person as a candidate for the position of General Director.
Changes to Art. 53 of the Law, the term for consideration by the board of directors of shareholders' proposals on the agenda of the general meeting is reduced from 15 to 5 days, during which the board of directors decides whether to include them on the agenda or to refuse to include them.
Changesit is additionally stipulated that the board of directors refuses to include an issue on the agenda if the issue does not fall within the competence of the general meeting.
7. The decision on the formation of the executive body of the company, referred by the charter of the company to the competence of the board of directors, is valid provided that the procedure for making a decision by the board of directors is observed.
The non-commercial partnership applied to the arbitration court against the OJSC with a claim to invalidate the decision of the board of directors on the approval new edition Regulations "On the General Director".
The Court of Appeal reversed the decision of the Court of First Instance and granted the plaintiff's claims.
In accordance with paragraphs. 8 p. 1 art. 48, paragraph 10 of Art. 65 of the Federal Law "On Joint Stock Companies", the formation of the executive body of the companies falls within the competence of the general meeting of shareholders, if the company's charter does not refer these issues to the competence of the Board of Directors of the company.
According to the Charter of the joint-stock company, approved by the meeting of shareholders, the formation of the executive body is within the exclusive competence of the Board of Directors of the company. The Regulation "On the General Director" establishes the rights and powers of the General Director, which meet the requirements of paragraph 2 of Art. 69 of the Federal Law "On Joint Stock Companies".
The Respondent complied with the procedure for making a decision by the Board of Directors, provided for by the Charter of the company, the provision "On the General Director" complies with the requirements of the Federal Law "On Joint Stock Companies".
The court of cassation annulled the decision of the appellate instance, leaving the decision of the court of first instance in force.
8. Under the participation of the company in other organizations, in accordance with paragraph 16 of Art. 65 of the Law implies not only the acquisition of shares of these organizations, but also their alienation in full or in part.
CJSC applied to the Arbitration Court with a claim against OJSC, Joint-Stock Commercial Bank, LLC to invalidate the contract for the sale and purchase of ordinary shares of a joint-stock company and apply the consequences of the invalidity of the transaction.
By a court decision of October 25, 1999, the claim for recognition of the transaction as invalid was denied.
By the decision of the appellate instance of the same court of December 30, 1999, the decision was upheld.
Under a sale and purchase agreement, the public company alienated the ordinary shares of the joint-stock company to a limited liability company.
The court of cassation upheld the judicial acts held in the case, based on the following interpretation of paragraph 16 of Art. 65 of the Law.
According to paragraph 16 of Art. 65 of the Federal Law “On Joint Stock Companies”, the exclusive competence of the Board of Directors of the company includes the adoption of a decision on the participation of the company in other organizations, with the exception of the case provided for by subparagraph 20 of paragraph 1 of Art. 48 of this Federal Law.
arising not only from the acquisition of shares of these organizations, but also from their alienation in full or in part, as a result of which the company:
· becomes a shareholder
· changes its share of participation,
· ceases to be a shareholder.
The agreement on the alienation of ordinary shares of the joint-stock company was concluded by an unauthorized person - the general director of the OJSC. However, the transaction was subsequently approved by the decision of the Board of Directors.
In this regard, the court made the correct conclusion that the decision of the Board of Directors to approve the transaction made on behalf of the Company by the General Director eliminated the violation of the norms of clause 16 of Art. 65 of the Federal Law "On Joint Stock Companies".
Changesto Art. 65 of the Law, issues of the company's participation in other organizations are excluded from the competence of the board of directors.
9. The General Director has the right to determine the value of the alienated property in the absence of signs of a major transaction and a transaction in which there is an interest.
CJSC applied to the arbitration court against LLC with a claim to invalidate (void) the contract for the sale of non-residential premises in connection with its conclusion without the approval of its board of directors, the market value of the premises was not determined by the decision of the board of directors.
The decision and ruling of the appellate instance on the refusal to satisfy the claims were upheld by the court of cassation.
In accordance with Art. 65 of the Federal Law “On Joint Stock Companies”, the exclusive competence of the board of directors (supervisory board of the company) includes determining the market value of property in accordance with Art. 77 of this Law: the conclusion of major transactions, the conclusion of transactions in which there is an interest.
Article 77 of the Federal Law "On Joint Stock Companies" provides that the market value of property is determined by the board of directors, except when it is determined by another body or court. Other body according to Art. 69 of the said Law and the charter of the joint-stock company is the executive body - the general director, who has the right to act on behalf of the company without a power of attorney, represent its interests, and make transactions on behalf of the company.
Since the general director is not recognized as a person interested in the transaction by the company (Article 81 of the Law), and this transaction was not classified by the plaintiff as major transactions, the consent of the board of directors (supervisory board) of the company to the contested transaction and its determination of the market value of the alienated property was not required.
Changesto Art. 78 of the Law (part 2, clause 1, article 78) states that in the event of alienation or the possibility of alienation of property, the value of such property, determined according to accounting data, is compared with the book value of assets, and in the case of acquisition of property - the price of its acquisition.
10. Non-compliance by a shareholder with the requirements of the Federal Law "On Joint Stock Companies" for the procedure for convening and holding an extraordinary general meeting of shareholders is the basis for declaring the decision taken at the meeting invalid.
The plaintiff - OJSC (Holding) filed a demand to invalidate the decisions of the repeated extraordinary general meeting of shareholders held by the defendants.
The claim was satisfied by the decision of the court
By virtue of h. 1 n. 6 Article. 55 of the Federal Law “On Joint Stock Companies”, a shareholder has the right to independently (without the participation of the board of directors - the supervisory board) convene and hold the specified meeting of shareholders in two cases: if within the period established by this Federal Law (10 days from the date of the request) the board of directors the board) of the company has not made a decision to convene an extraordinary general meeting of shareholders; if a decision has been made to refuse to convene it.
The Arbitration Court, when making its decision, reasonably proceeded from the fact that the defendant did not have the right to independently convene a general meeting of shareholders, and that the shareholder did not comply with the requirements of the Federal Law "On Joint Stock Companies" to the procedure for preparing and holding general meetings of shareholders, namely:
A) the supervisory board of the company has not made a decision to hold a repeated extraordinary general meeting of shareholders or to refuse to convene it within the period prescribed by the Law;
B) no actions were taken to notify shareholders of the holding of a repeated extraordinary general meeting;
C) the composition of the registration and counting commissions has not been determined, there are no protocols of the relevant commissions, indicating the presence (absence) of the quorum necessary for holding such a meeting (clause 1, article 58, article 62, articles 48, 56);
The Arbitration Court justifiably recognized these violations as significant, since the plaintiff's right to participate in the management of an open joint-stock company was violated. His participation in this general meeting could have a significant impact on the results of voting on the agenda items.
Court lawfully, by virtue of paragraph. 8 Article. 49 of the Federal Law "On Joint Stock Companies", invalidated all decisions of the repeated extraordinary general meeting of shareholders.
Changesadded paragraph 8 of Art. 55 of the Law, according to which, if, within the period established by the Law, the board of directors (supervisory board) of the company does not decide to convene an extraordinary general meeting of shareholders or a decision is made to refuse to convene it, an extraordinary general meeting of shareholders may be convened by bodies and persons requiring its convocation. At the same time, the bodies and persons convening an extraordinary general meeting of shareholders shall have the powers provided for by the Law, necessary for convening and holding a general meeting of shareholders.
11. To the requirements for the protection of the rights of shareholders, provided for in Art. 31 of the Law, applies general term statute of limitations.
By a court decision, the claim was dismissed due to the fact that the three-year limitation period for appealing against the decision of the shareholders' meeting was missed.
The decision of the Court of Appeal was upheld. Claims for the protection of the rights of a shareholder are not claims for the protection of personal non-property rights, which are not subject to limitation by virtue of Art. 208 of the Civil Code of the Russian Federation.
provided by Art. 31 of the Federal Law "On Joint-Stock Companies", the rights of a shareholder are conditioned by the fact that a shareholder has the right of ownership to the shares of this joint-stock company. Thus, the rights of a shareholder are not devoid of material (property) content and are not inextricably linked with the personality of the shareholder. These rights may be transferred to another person upon alienation of shares.
The decision and resolution of the appellate instance are lawful.
12. Failure to provide an opportunity to take part in the voting may serve as a basis for satisfaction of the shareholder's claim for the recognition of the decision of the general meeting of shareholders as invalid.
The regional prosecutor applied to the arbitration court in defense of the interests of the Russian Federal Property Fund with a claim against OJSC (3rd person - the Regional Property Fund) to invalidate the decision of the extraordinary general meeting of shareholders.
At an extraordinary meeting of shareholders, the representative of the RFBR was denied the issuance of a ballot and a voting card, citing the fact that RFBR shares are non-voting on the basis of clause 4 of Art. 10 of the Federal Law of the Russian Federation "On the privatization of state property and on the basics of the privatization of municipal property in the Russian Federation."
It follows from the materials of the case that the Russian Federal Property Fund is the owner of a block of ordinary shares in the amount of 23.51% of the total number of shares in the company.
According to Art. 31 of the Law of the Russian Federation "On Joint Stock Companies" shareholders - owners of ordinary shares of the company - have the right to participate in the general meeting of shareholders with the right to vote on all issues.
The courts of the first and appeal instances correctly concluded that the defendant unlawfully deprived the plaintiff of the opportunity to use his right to participate in the general meeting and vote, since the Russian Federal Property Fund and the Ministry of State Property of the Russian Federation - independent legal entities - are recorded in the register of shareholders as two independent shareholders. The plaintiff is a specialized institution holding no more than 25% of the shares, and in accordance with Art. 10 of the Federal Law "On the privatization of state property and on the basics of the privatization of municipal property in the Russian Federation", art. 31 of the Law "On Joint Stock Companies" has the right to vote.
The defendant's application of the procedure for determining the established limit (25%) of voting shares by adding blocks of shares of two shareholders (up to 49%) is unreasonable.
13. The shareholder is obliged to timely notify the registrar of the change in his postal address.
The shareholder applied to the arbitration court with a request to invalidate the decision of the general meeting of shareholders due to the fact that the plaintiff was not notified of the meeting.
The claim was dismissed by a court decision.
It follows from the materials of the case that the informational message about the holding of the annual meeting of shareholders was sent in accordance with the provisions of the plaintiff's charter postal address specified by the registrar in the list of shareholders.
The court concluded that the procedure for notifying shareholders, established by the Charter of the company and Art. 50-52 of the Federal Law “On Joint Stock Companies”, since the plaintiff did not provide evidence confirming the direction to the defendant or the registrar of a message about the need to notify the annual meeting of the joint stock company at a different postal address.
The defendant's actions to notify the plaintiff of the holding of the annual meeting of shareholders are lawful, these actions did not entail violations of the rights of the shareholder. Grounds for invalidating the decision of the meeting of shareholders under Art. 49 of the Federal Law "On Joint Stock Companies" is not available.
14. When resolving disputes on recognizing the decision of the general meeting of shareholders as invalid, the court shall have the right, taking into account all the circumstances of the case, to uphold the appealed decision if the vote of this shareholder could not affect the voting results.
The shareholder filed a lawsuit with the Arbitration Court against the OJSC to invalidate the decisions of the general meeting of shareholders. According to the plaintiff, during the meeting, the requirements of the Federal Law “On Joint Stock Companies” were violated.
In accordance with paragraph 8 of Art. 49 of the Federal Law “On Joint Stock Companies”, the court has the right, taking into account all the circumstances of the case, to uphold the appealed decision if the voting of this shareholder could not affect the voting results, the violations committed are not significant and the decision did not cause losses to this shareholder.
The Court of Arbitration dismissed the claim with good reason.
15. A transaction in which there is an interest is voidable. The requirement to recognize such a transaction as invalid may be presented by a shareholder or a party to the transaction within a year from the moment when the grounds for recognizing the transaction as invalid became known to the applicant.
A joint-stock commercial bank filed a lawsuit with the Arbitration Court against JSC - 1 (seller), JSC - 2 (buyer) to invalidate the contract for the sale of a two-story service station building, a mechanical washing building, equipment for these premises and to apply the consequences of the invalidity of a void transaction.
By the decision of May 18, 2000, the claim was denied.
On July 18, 2000, the decision of the Court of Appeal was left unchanged.
Having checked the legality of judicial acts, the court of cassation found no grounds for canceling judicial acts. The cassation instance pointed out that, refusing to satisfy the claim, the Arbitration Court rightfully proceeded from the absence of evidence testifying to the violation of the rights and legitimate interests of the bank by the sale of the disputed property.
In accordance with Article 84 of the Federal Law “On Joint Stock Companies”, an interested party transaction made in violation of the requirements for a transaction provided for in Article 83 of this Law may be declared invalid, therefore, is voidable.
Not being a shareholder of OAO - 1 (seller) and a party to a voidable transaction, the plaintiff (bank) cannot make a claim for invalidation of a transaction in which there is an interest.
There are no grounds for recognizing the disputed sale and purchase agreement as invalid on the grounds of its nullity.
The open joint-stock company applied to the Arbitration Court of the Chelyabinsk region with a claim against CJSC for the recognition of the lease agreement as invalid (void) due to its inconsistency with Art. 77, 81-84 of the Law "On Joint Stock Companies", Art. 651 of the Civil Code of the Russian Federation, and on the application of the consequences of the invalidity of this transaction in the form of the defendant's eviction from the premises occupied.
The Respondent stated that the statute of limitations had been applied.
By a court decision of October 31, 2000, the claims were satisfied in full.
By the decision of the court of appeal dated 12/13/2000 the decision was canceled, the claim was dismissed.
The court of cassation confirmed the correctness of the conclusions of the appellate instance, indicating that on the day the lease agreement was concluded, the CJSC was not a shareholder of the OJSC, since it was registered as a shareholder owning more than 20% of the company's shares after the conclusion of this transaction.
According to paragraph 1 of Art. 84 of the Federal Law “On Joint Stock Companies”, a transaction in which there is an interest is voidable.
By virtue of paragraph 2 of Art. 181 of the Civil Code of the Russian Federation, a claim for recognizing a voidable transaction as invalid may be brought within a year when the plaintiff learned or should have known about the circumstances that are the basis for recognizing the transaction as invalid.
Since the statement of claim to the arbitration court was filed outside the established paragraph 2 of Art. 181 of the Civil Code of the Russian Federation of the deadline for filing a claim for recognition of the transaction as invalid, the appellate court made a reasonable conclusion about the expiration of the limitation period.
Changes to Art. 84 of the Law, a circle of persons is defined, at the request of which a transaction in which there is an interest may be declared invalid - this is the company itself or a shareholder.
16. Signs of a transaction, in which there is an interest, are preserved upon recognition as invalid memorandum of association one of the parties to a transaction in which there is an interest.
CJSC filed a lawsuit with the Arbitration Court against JSC and the Scientific and Production Association to invalidate the securities exchange agreement concluded between the defendants JSC and NPO, on the grounds provided for in Art. 84 of the Federal Law "On Joint Stock Companies", and the application of the consequences of the invalidity of the transaction.
The decision of October 24, 2000 dismissed the claim.
The court's decision was not reviewed on appeal.
It can be seen from the materials of the case that a securities exchange agreement was concluded between OJSC and NPO, according to which OJSC transfers to NPO shares of OJSC in the amount of 800,000 shares at a par value of 1,000 non-denominated rubles in exchange for an NPO promissory note with a nominal value of 800,000 rubles. The fulfillment of the contract is confirmed by a transfer order and an act of acceptance and transfer of a promissory note.
On the part of the JSC, the contract was concluded by the general director, who was the owner of more than 20% of the shares of NPO, i.e. other party to this transaction.
In dismissing the claim, the Arbitration Court proceeded from the fact that the general director of the OJSC, as of the date of the transaction, was not a member of the NGO and, therefore, was not a person interested in the transaction.
The recognition of the memorandum of association as invalid by the decision of the court of general jurisdiction after the transaction was not taken into account by the cassation instance, since, by virtue of Article 51 of the Civil Code of the Russian Federation, a legal entity is considered created from the moment of state registration and exists in the form and on those conditions that are provided for by the constituent documents.
At the time of the disputed transaction, the NGO acted on the basis of the charter registered before the conclusion of the said transaction, evidence that the general director of the OJSC, as individual did not approve the charter of the company, as necessary by virtue of paragraph 3 of Art. 98 of the Civil Code of the Russian Federation, not presented by the defendant. Consequently, the NGO acted on the basis of the originally registered charter with the participation of the general director of the OJSC as a founder and shareholder in the company.
Thus, the general director was an interested person in concluding a disputed contract, however, in violation of Art. 82, 83 of the Federal Law "On Joint Stock Companies" did not bring this circumstance to the attention of the board of directors, audit commission and the auditor, entered into an agreement without a decision on this by the board of directors.
In connection with the specified agreement by virtue of Art. 84 of the Federal Law "On Joint Stock Companies" is an invalid transaction, the plaintiff's claims were satisfied by the court of cassation.
17. When making a decision by the company's board of directors to approve a major transaction, the possibility of absentee voting (by poll) must be provided for by the company's Charter by virtue of Art. 68 of the Law.
The limited liability company applied to the Arbitration Court with a claim against the open joint stock company to invalidate the decision of the board of directors of the JSC with reference to the violation of Art. 68, 79 of the Federal Law "On Joint Stock Companies".
By the decision of 04.05.01 the claims were satisfied: the decision of the board of directors of the JSC was declared invalid.
By the decision of the appellate instance dated 28.06.01 the decision was upheld.
At the meeting of the board of directors of an open joint stock company, a decision was made to conclude a major transaction by this company - a guarantee agreement with a joint-stock commercial bank in the amount of more than 25% of the book value of the company's assets, as well as to instruct the general director of the company to conclude an agreement on conducting independent evaluation company shares.
It follows from the minutes of the meeting of the board of directors that four members of the board of directors out of seven elected at the annual general meeting of shareholders took part in it.
Evidence of the departure of members of the board of directors absent at the meeting in accordance with Art. 48 of the Law is not presented. The Arbitration Court made a reasonable conclusion that the disputed decision of the board of directors of the OJSC was taken in violation of paragraph 1 of Article 79 of the Federal Law “On Joint Stock Companies”.
Rightfully, by virtue of paragraph 1 of article 68 of the Law, the arbitration court rejected the defendant's arguments that three members of the board of directors who did not take part in the meeting of the board expressed their consent to the transaction being concluded in writing. The possibility of making a decision by the board of directors by absentee voting (by poll) is not provided for by the charter of the company
Since the contested decision of the board of directors was made in violation of the Federal Law “On Joint Stock Companies” and violates the rights of shareholders to participate in the management of the company’s affairs and to receive dividends, the arbitration court made a lawful and justified decision to satisfy the claim.
18. A transaction on the assignment of a right (claim) should be considered as a major one if the value of the rights assigned under the transaction exceeds 25% of the book value of the companies' assets. Such a transaction does not apply to the ordinary business activities of the company.
The holding company applied to the arbitration court with a claim to invalidate two contracts for the assignment of the right to claim, concluded between CJSC and OJSC, due to their inconsistency with Art. 78.79 of the Law "On Joint Stock Companies", and the application of the consequences of the invalidity of transactions. As a result of the said agreements, CJSC acquired the right to claim the amount of debt from the Iron and Steel Works.
By a court decision of April 27, 2001, the claim was satisfied, the contracts were declared invalid, the parties were returned to their original position.
By the decision of the appellate instance dated 09.06.2001 the decision was upheld.
The court found that these transactions are large.
In violation of Art. 79 of the Law, the general meeting of shareholders of CJSC did not make decisions on these transactions. Court lawfully, in accordance with Article.Article. 422, 168 of the Civil Code of the Russian Federation declared them invalid.
The OJSC's argument that the disputed transactions relate to the normal business activities of the OJSC was rejected by the court of cassation as unfounded by law.
19. To offset a counter homogeneous claim in accordance with Art. 410 of the Civil Code of the Russian Federation does not apply to the procedure for making large transactions, provided for in Art. 79 of the Law, since the set-off was made in the course of ordinary business activities.
The LLC applied to the Arbitration Court with a claim against the JSCB, AOOT to terminate transactions for offsetting mutual claims.
Prior to the decision of the court the plaintiff according to Article. 37 of the Arbitration Procedure Code of the Russian Federation clarified the claims, asked to invalidate two agreements for offsetting mutual claims between OJSC OAOOT and JSCB, changed the basis of the claim, believing that the defendant exceeded his authority in making transactions.
By decision of 12.03.01 the claim was dismissed.
The decision was not reviewed on appeal.
According to the sale and purchase agreement, the battery was transferred, and the Open Joint-Stock Company acquired and undertook to pay for non-residential premises.
The defendant, AOOT, is the holder of promissory notes of the joint stock bank and, by virtue of the law, has the right to demand their payment, therefore, there were unfulfilled counter obligations between the defendants on the day the offset agreement was signed.
Refusing to satisfy the claims, the court rightly referred to Article.Article. 78, 79 of the Federal Law “On Joint Stock Companies”, which determine the procedure for concluding major transactions by a joint stock company. By virtue of paragraph 2 of Art. 78 of the Law, transactions made by a company in the course of ordinary business activities, regardless of the value of property acquired or alienated under such a transaction, are not subject to the procedure for concluding major transactions.
The court of cassation confirmed the correctness of the conclusions of the court of first instance, the decision is in accordance with the law and the circumstances of the case.
20. A major transaction made in violation of the procedure provided for by Chapter X of the Law is void.
OJSC filed a lawsuit against the LLC with the Arbitration Court to invalidate the property lease agreement - buildings, structures, equipment, Vehicle, objects of construction in progress, for a period of 10 years with the right of early redemption by a void transaction on the basis of Art. 168 of the Civil Code of the Russian Federation in connection with the violation of the requirements of paragraph 2 of Art. 77, paragraph 1 of Art. 79 FZ "On Joint Stock Companies".
By decision of September 16, 1999, the claims were satisfied: the property lease agreement between OJSC and LLC was recognized as a void transaction, and the consequences of the invalidity of the transaction were applied.
By the decision of the appellate instance dated 02.11.99 the decision was upheld.
The cassation court's rulings on the case were upheld.
In accordance with Art. 79 of the Federal Law, major transactions by a joint-stock company with the value of property acquired or alienated under the transaction from 25 to 50 percent of the book value of assets is possible only if there is a unanimous decision of the board of directors or on the basis of a decision of the general meeting.
Since the book value of the alienated property was 30.8%, i.e. more than 25% of the balance sheet value of the assets of the OJSC, the arbitration court correctly concluded that such a transaction is a major one for the OJSC. In addition, the court established that 20% of the shares of OJSC belong to the Property Fund of the Sverdlovsk Region.
The Board of Directors or the general meeting of the OJSC did not make a decision on the conclusion of the major transaction under consideration, the Board of Directors did not determine the market value of the alienated property, the state financial control body was not involved in property valuation, the court reasonably recognized the lease agreement with the subsequent redemption of the timber industry’s property as an invalid (void) transaction , does not meet the requirements of Article.Article. 77, 78, 79 of the Federal Law "On Joint Stock Companies".
Changes to Article 79 of the Law, it is established that a major transaction made in violation of the requirements of Art. 79 of the Law, may be invalidated at the suit of the company or a shareholder (clause 6), therefore, is voidable.
21. Disputes between shareholders and a joint-stock company are of an economic nature and are under the jurisdiction of the arbitration court.
The shareholder applied to the arbitration court with a claim against the JSC on the obligation to provide information and documents in accordance with Art. 90, 91 of the Law of the Russian Federation "On Joint Stock Companies".
By a court ruling, the acceptance of the statement of claim was denied under paragraph 1 of part 1 of Art. 107 APC RF.
The appellate instance left the ruling of the court unchanged, indicating that this dispute is not of an economic nature, therefore, it is not under the jurisdiction of the arbitration court.
In accordance with paragraph 1 of Art. 22 of the Arbitration Procedure Code of the Russian Federation, arbitration courts have jurisdiction over economic disputes between legal entities and citizens-entrepreneurs arising from civil, administrative and other legal relations.
Relations between a shareholder and a joint-stock company are regulated by the Civil Code of the Russian Federation and the Federal Law “On Joint-Stock Companies” (clause 2, article 96 of the Civil Code of the Russian Federation and clause 1, article 1 of the Law).
The right of shareholders to receive information and documents and the corresponding obligation of the joint-stock company are provided for in Art. 67 of the Civil Code of the Russian Federation and Art. 91 FZ "On Joint Stock Companies").
The plaintiff and the defendant in the present case are participants in civil legal relations that have arisen between a shareholder and a joint-stock company. The legal relations of the parties to this dispute are of an economic nature, as they are connected with the exercise by the shareholder of the powers of an economic nature, due to the ownership of shares. In this regard, the dispute is subject to consideration in the arbitration court.
The Court of Appeal rightfully dismissed the claims to recognize as illegal the actions of the JSC on the failure to provide the shareholder with a full package of documents on transactions, as well as information on persons interested in these transactions.
In accordance with Art. 91 of the Federal Law “On Joint Stock Companies”, at the request of a shareholder, the company is obliged to provide him for a fee with copies of the documents provided for in paragraph 1 of Art. 89 of this Law, and other documents stipulated by the legal acts of the Russian Federation.
The documents and information requested by the plaintiff do not belong to the documents specified in this norm of the law. The current legislation and the charter of the company also do not provide for the obligation of the company to provide shareholders with the full texts of contracts and agreements in which there is an interest, as well as information about the persons interested in these transactions.
The decision of the appellate instance is lawful and justified.
The plaintiff appealed to the arbitration court with a claim against JSC about the obligation of the defendant on the basis of Article.Article. 89-91 FZ "On joint-stock companies" provide copies of accounting documents of the company's property, obligations of this company and its business transactions, as well as copies of the minutes of meetings of the collegial executive body of the company.
The court dismissed the claim, since paragraph 1 of Art. Article 91 of the Federal Law “On Joint Stock Companies” establishes restrictions on the provision of information constituting a commercial secret to shareholders (Article 39 of the Civil Code of the Russian Federation, Article 10 of the Federal Law “On Accounting”).
The documents, copies of which are requested by the plaintiff, are included in the List of information (documents) constituting a commercial secret of an open joint stock company, approved by a decision of the board of directors.
The decision of the court is legal and justified.
Changesto Art. 91 of the Law provides for the right of access to accounting documents and minutes of meetings of the collegial executive body of shareholders holding in the aggregate at least 25 percent of the voting shares of the company.
Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies" (as amended on June 13, 1996, May 24, 1999, August 7, 2001, March 21, October 31, 2002, February 27 2003, February 24, April 6, December 2, 29, 2004, December 27, 31, 2005, January 5, July 27, December 18, 2006, February 5, July 24, December 1, 2007, April 29, December 30, 2008) Adopted State Duma November 24, 1995 Chapter I. General Provisions Article 1. Scope of this Federal Law Article 2. Basic Provisions on Joint Stock Companies Article 3. Responsibility of the Company Article 4. Trade Name and Location of the Company Article 5. Branches and Representative Offices of the Company Article 6. Subsidiaries and dependent companies Article 7. Open and closed companies Chapter II. Establishment, reorganization and liquidation of a company Article 8. Establishment of a company Article 9. Establishment of a company Article 10. Founders of a company Article 11. Charter of a company Article 12. Amendments and additions to the charter of a company or approval of the charter of a company in a new edition State registration companies Article 14. State registration of changes and additions to the charter of the company or the charter of the company in a new edition Article 15. Reorganization of the company Article 16. Merger of companies Article 17. Accession of the company Article 18. Division of the company Article 19. Separation of the company Article 19.1. Peculiarities of division or spin-off of a company carried out simultaneously with a merger or takeover Article 20. Transformation of a company Article 21. Liquidation of a company Article 22. Procedure for the liquidation of a company Article 23. Distribution of property of a company in liquidation among shareholders Article 24. Completion of the liquidation of a company Chapter III. The authorized capital of the company. Shares, bonds and other equity securities of the company. Net assets of the company Article 25. Authorized capital and shares of the company Article 26. Minimum authorized capital of the company Article 27. Placed and declared shares of the company Article 28. Increase in the authorized capital of the company Article 29. Reduction of the authorized capital of the company Article 30. Notification of creditors on the reduction of the authorized capital of the company Article 31. Rights of shareholders - owners of ordinary shares of the company Article 32. Rights of shareholders - owners of preferred shares of the company Article 33. Bonds and other issue-grade securities of the company Article 34. Payment for shares and other issue-grade securities of the company upon their placement Article 35. Funds and net company's assets Chapter IV. Placement of shares and other equity securities by the company Article 36. Placement price of the company's shares Article 37. Procedure for converting the company's equity securities into shares Article 38. Placement price of the equity securities Article 39. Ways of the company's placement of shares and other equity securities of the company Article 40. Ensuring the rights of shareholders when placing shares and equity securities of a company convertible into shares Article 41. Procedure for exercising the pre-emptive right to acquire shares and equity securities convertible into shares Chapter V. Dividends of a company Article 42. Procedure for paying dividends by a company Article 43. Restrictions on payment dividends Chapter VI. Register of shareholders of the company Article 44. Register of shareholders of the company Article 45. Making an entry in the register of shareholders of the company Article 46. Extract from the register of shareholders of the company Chapter VII. General Meeting of Shareholders Article 47. General Meeting of Shareholders Article 48. Competence of the General Meeting of Shareholders Article 49. Decision of the General Meeting of Shareholders Article 50. General meeting of shareholders in the form of absentee voting Article 51. Right to participate in the general meeting of shareholders Article 52. Information on holding a general meeting of shareholders Article 53. Proposals for the agenda of the general meeting of shareholders Article 54. Preparation for holding a general meeting of shareholders Article 55. Extraordinary general meeting of shareholders Article 56. Counting commission Article 57. Procedure for Participation of Shareholders in the General Meeting of Shareholders Article 58. Quorum of the General Meeting of Shareholders Article 59. Voting at the General Meeting of Shareholders Article 60. Voting Ballot Article 61. Counting of Votes in Voting by Ballots voting results Article 63. Minutes of the general meeting of shareholders Chapter VIII. Board of Directors (Supervisory Board) of the Company and Executive Body of the Company Article 64. Board of Directors (Supervisory Board) of the Company Article 65. Competence of the Board of Directors (Supervisory Board) of the Company Article 66. Election of the Board of Directors (Supervisory Board) of the Company Article 67. Chairman of the Board of Directors ( supervisory board) of the company Article 68. Meeting of the board of directors (supervisory board) of the company Article 69. Executive body of the company. Sole executive body of the company (director, general director) Article 70. Collegial executive body of the company (board, directorate) Article 71. Responsibility of members of the board of directors (supervisory board) of the company, the sole executive body of the company (director, general director) and (or) members collegial executive body of the company (board, directorate), managing organization or manager Chapter IX. Acquisition and repurchase of outstanding shares by a company Article 72. Acquisition by a company of outstanding shares Article 73. Restrictions on the acquisition by a company of outstanding shares Article 74. Consolidation and splitting of shares of a company Article 75. Redemption of shares by a company at the request of shareholders Article 76. Procedure for the exercise by shareholders of the right to demand repurchase by the company of them of shares Article 77. Determination of the price (monetary value) of property Chapter X. Major transactions Article 78. Major transaction Article 79. Procedure for approving a major transaction Article 80. Repealed from July 1, 2006 Chapter XI. Interest in a company's transaction Article 81. Interest in a company's transaction Article 82. Information on the company's interest in a transaction Article 83. Procedure for approving a transaction in which there is an interest Article 84. Consequences of non-compliance with the requirements for a transaction in which there is an interest Chapter XI.1. Acquisition of more than 30 percent of the shares of an open company Article 84.1. Voluntary offer to acquire more than 30 percent of the shares of an open company Article 84.2. Mandatory offer to purchase shares of an open company, as well as other equity securities convertible into shares of an open company Article 84.3. Obligations of an open society after receiving a voluntary or mandatory offer. The procedure for accepting a voluntary or mandatory offer Article 84.4. Changing a voluntary or mandatory offer Article 84.5. Competing offer Article 84.6. The procedure for making decisions by the governing bodies of an open society after receiving a voluntary or mandatory offer Article 84.7. Redemption by a person who has acquired more than 95 percent of the shares of an open company, securities of an open company at the request of their owners Article 84.8. Redemption of securities of an open company at the request of a person who has acquired more than 95 percent of the shares of an open company Article 84.9. State control over the acquisition of shares in an open company Article 84.10. Peculiarities of Accounting for Preferred Shares Chapter XII. Control over the financial and economic activities of the company Article 85. The audit commission (auditor) of the company Article 86. The auditor of the company Article 87. Conclusion of the audit commission (auditor) of the company or the auditor of the company Chapter XIII. Accounting and reporting, company documents. Company Information Article 88. Accounting and financial reporting of the company Article 89. Storage of documents of the company Article 90. Provision of information by the company Article 91. Provision of information by the company to shareholders Article 92. Mandatory disclosure of information by the company Article 93. Information about affiliated persons of the company Chapter XIV. Final Provisions Article 94. Entry into Force of this Federal Law
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