Board Decision Challenges (Corporate Governance Disputes) allow shareholders or directors to invalidate illegal decisions made by a company's governing bodies (Supervisory Board, Board of Directors, or General Meeting). Often, the board makes decisions that violate the charter, law, or minority rights (e.g., non-payment of dividends, disproportionate share dilution, illegal dismissal of a director). Such decisions can be devastating for the business and partners. Legal.ge offers lawyers specializing in corporate governance disputes who will help you annul unfair decisions through the courts.
What Does Board Decision Challenge Service Cover?
The service aims to restore corporate justice. It includes:
- Invalidating Decisions: Filing a lawsuit to annul meeting minutes or board resolutions due to procedural or substantive violations.
- Protecting Minority Rights: Challenging majority decisions that oppress minority partners.
- Challenging Director Appointments/Dismissals: Disputes over illegal changes in management.
- Halting Reorganization: Stopping mergers or divisions if they violate shareholder interests.
- Interim Measures: Suspending the effect of the challenged decision through a court order until the dispute is resolved.
Real-World Scenarios Where You Need a Lawyer
For example, a partners' meeting decided to increase capital without properly informing you. As a result, your share was diluted. A lawyer will prove in court that the meeting notice rules were violated and annul the decision. Another example: the Supervisory Board approved a large transaction that is unprofitable for the company but beneficial for board members. A lawyer will challenge this decision based on conflict of interest.
Georgian Legal Framework
Challenging decisions is regulated by the "Law on Entrepreneurs." The law sets strict procedures for convening, holding meetings, and making decisions. Any deviation can be grounds for invalidation. Limitation periods are crucial: a decision must be challenged within a limited time (usually 2 months), otherwise, the right is lost.
The Process Step-by-Step
1. Obtaining Minutes: Requesting the disputed decision and meeting minutes. 2. Analysis: Identifying violations (procedural or substantive). 3. Lawsuit: Filing a claim in court for invalidation. 4. Suspension: Blocking the registration or execution of the decision in the Public Registry. 5. New Meeting: Holding a new, lawful meeting after the court judgment.
Why Choose a Specialist on Legal.ge?
Challenging corporate decisions requires attention to detail and deep legal knowledge. Delay or wrong strategy can mean losing control over the company. On Legal.ge, you will find lawyers who will protect your voice in the company.
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