A major transaction can be a single transaction or several interrelated transactions. A loan and a pledge can also be a major deal. Interrelated transactions can include transactions with the same obligations, for example, transactions with the same pledgee, which are concluded, for example, during the last year or another period, which is defined in the company’s articles of association. Interrelated transactions include transactions with property that can be used as a whole. Interrelated transactions do not relate to major transactions from the first transaction, but starting with the one that, in total with previous transactions, will amount to 20 percent or more of the value of the company’s assets.

According to the transaction, the company acquires or alienates money, other property, or gets the opportunity to buy or sell.

Which deals of the company do not belong to the major ones

Sometimes a transaction can be defined as a major one, since all the signs of a major transaction are available. But it will be a regular company deal when:

The transaction is made by the company in the ordinary course of business. For example, the purchase by a company of raw materials, materials for the production of goods, works and services. The terms of such transactions should be ordinary and not differ from the terms of other transactions.

A major transaction can be challenged in court when it was concluded as usual without a decision of the general meeting, or when the company did not comply with the decision-making procedure and the decision was made solely by the head or one of the owners.

Only the court recognizes the transaction as invalid. If the court finds the transaction invalid, the transaction will be like that from the moment it was made.

Features of judicial review of major transaction invalidation

A statement of claim for invalidation of a major transaction can be sent to court by: the owners of the company, the company itself, members of the board of directors (supervisory board), and the collegial executive body. Our lawyers are ready to study the documents, prepare a package of documents for the court and represent the interests of the client in court proceedings.

The court may not invalidate a major transaction when:

When there is no evidence that the transaction caused losses to the company or its owners, who went to court.

When the owners of the company, who were not at the general meeting, demand that the transaction be declared invalid, however, they received invitations to the meeting and their vote could not affect the results of voting for a major transaction.

By the time of the trial, the company had already completed the procedure for making a decision on a major transaction.

That is, the court does not invalidate a major transaction only because the company did not adhere to the procedure for making a decision on its commission.