Ltd. "Three K", a shareholder (2009)

Objective 1


Ltd. "Three K", which is a shareholder of "Havana", appealed to the arbitration court to invalidate the state registration of the additional shares. The plaintiff argued that the issue of prejudice to its right (as a result of emissions significantly reduced the proportion of its shares in the authorized capital) and was carried out with gross violations of the current legislation.

In particular, LLC "Three K" has not been notified of the decision-August 7, 2005 the Board of Directors decision on closed subscription; the statute does not provide for shares; documents for the state registration of the were presented after the deadline.

The defendants - of "Havana" and the regional branch of the Russian Federal Securities Commission - announced a one-year pass by the plaintiff of the limitation period (registration of February 24 2006, and the lawsuit was filed April 2, 2007). Among other things, the respondents indicated that the decision of the board of directors of the plaintiff did not appeal, and is therefore valid.

During the trial, the plaintiff presented evidence that he had learned about the works of state registration of the shares only in March 2007 (when reading the list of persons entitled to participate in the Annual General Meeting of Shareholders).

What are the mechanisms for the protection of shareholders' rights by increasing the authorized capital established by current and former corporate law? In some cases, the decision to increase the authorized capital is always taken by the general meeting of shareholders?

Assess the arguments of the parties. What decision should stand trial?


Task 2



Members of the Supervisory Board of "Synthesis" owns 85% of the voting shares. At the annual general meeting of shareholders was attended by all shareholders - members of the board of directors and other shareholders holding in aggregate 7.3% of the voting shares. In summing up the vote on the election of the company auditor, the Counting Commission has established the following results: "For" vote all who participated in the meeting of shareholders. However, the company's lawyer said that the decision can not be deemed to be accepted as members of the Board of Directors to vote shall not be taken into account when counting the votes for the election of auditor.

Whether rights lawyer JSC "Synthesis"?


Activity 3


Give a detailed answer to the following question:

The procedure for appealing decisions of the general meeting of shareholders.