Summary

In Estonia, a large proportion of the court disputes in the field of company law is associated with disputing the decisions made by company bodies. The large number of such disputes is not particularly surprising in itself since disputing decisions is the opportunity of shareholders, primarily minority shareholders, to protect their rights. On the other hand, this could be an indication of the large number of violations of the law in this area, being primarily the violation of the rights of the minority by the majority. Since company practice is still being formed, and since it is unfortunately the case that decisions made by the company do not always take the law into account, such a situation can provide the basis for many disputes. However, it is difficult to assess how many disputes result from the actual violation of minority rights, and how many disputes are indeed initiated with the aim of putting pressure upon the majority. The reasons for the large number of court disputes must also surely include problems with the implementation and interpretation of laws. Unfortunately the laws are not always interpreted the same way and there is often an inability to take into account the mutual effect of laws.

The article analyses the problems associated with disputing the decisions of a company body, which have occurred after changes in laws or have arisen in court practice, primarily concentrating on void decisions. There is a more detailed examination of violation of the procedures for convening a general meeting as an example of the basis for a decision of a general meeting becoming void. In the opinion of the author it is important to distinguish between mistakes in the procedures for convening a general meeting that violate the rights of a shareholder, and mistakes that do not violate such rights, since a mere error of formality should not in itself be the reason for a decision becoming void.