Bendrovės visuotinio akcininkų susirinkimo sprendimų negaliojimo pagrindai: bendra apžvalga
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The object of this scientific research is an institute of invalidation of decisions of the shareholders’ general meeting of the company. The relevance of the theme is determined by the significant growth of a number of judicial proceedings regarding legality of decisions of corporate bodies. Therefore, it is necessary to understand properly the bases for invalidation of decisions of shareholders’ general meeting of the company. The abovementioned issues have not reached the proper focus of Lithuanian legal theorists and comparative analysis in this field has not been carried out in Lithuania. This article is the first one which provides a comparative juridical analysis of the statutory bases for invalidation of the decisions of the shareholders’ general meeting of the company. The purpose of the research is to present a general overview of statutory bases for invalidation of decisions of shareholders’ general meeting of the company in Lithuanian law, while comparing the Lithuanian system of the mentioned bases with legal regulation of foreign countries. Various scientific methods have been applied: linguistic, document (content of source), logical, systematic, comparative, historical, critical analyses, etc. The study carried out revealed that in most European countries, unlike in Lithuania, the legal regulation provides exhaustive list of bases for nullity of shareholders’ general meeting of the company. Other regulatory features are similar in nature to that observed in Lithuania. Formal evaluation of the procedures for convocation of the general meeting and adoption of unreasonable, ungrounded decisions, which infringes the rights of other persons, is contrary to the principles of justice, reasonableness and fairness.Therefore, for these reasons, the decisions of the shareholders’ general meeting of the company may be annulled. In addition, the abovementioned principles are applicable not only to the minority shareholders, but also to the company and its majority shareholders. Finally, the decision of the shareholders’ general meeting of the company may violate the rights and legitimate interests of the creditors of the company and also of its shareholders. Consequently, such decision may also be declared void.
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