| Abstract [eng] |
The aim of this master thesis is to analyze the essence and the purpose of the declaring the shareholder’s decision void institute, to disclose the content of the shareholder’s decision invalidity grounds taking into consideration their concept presented in Lithuanian and foreign legal doctrine and practice, to analyze the problematical questions of this institute, to suggest possible solutions. The first part of the thesis presents the research results of the declaring the shareholder’s decision void in Lithuanian case law. The second part is devoted to an analysis of the concept and the purpose of the institute of declaring the shareholder’s decision void. The third part deals with the subjects, who have a right to bring an action for the invalidity of the shareholder’s decision, and the features how to determine the limitation of the right to challenge the shareholder’s decision. The fourth part is devoted to an analysis of the content of the shareholder’s decision invalidity grounds. This part is divided into four subdivisions: the first one contains an analysis of the conflict between shareholder’s decision and the mandatory norms, identifies main criteria how to distinguish a mandatory norm, analyze the consequence of the breach of the mandatory norms, the influence of the violation of the shareholder’s decision – making procedure to the shareholder’s decision validity. The second section analyzes the violation of the reasonableness and fairness, the third – the violation of the company’s bylaw, the fourth – the breach of the company’s creditors’ rights and legitimate interests. The fifth part of the thesis analyzes the influence of the invalidity of the shareholder’s decision to the transaction based on such decision. The end of the thesis presents conclusions. |
