“The results of the long-term reform of extraordinary transactions of business companies: topical issues of application of the rules on large transactions” — article by Oleg Ganyushin for Arbitration disputes
The key consequence of the entry into force on 1 January 2017 of the Federal act of 03.07.16 No. 343 "Amendments to the Federal act "Joint stock company" and the Federal act "Limited liability companies" in terms of regulation of large transactions and interested-party transactions" (hereinafter Act No. 343) can be considered the liberalization of corporate legislation previously declared by the legislator. The latter manifested not only in a change in the approach to understanding major transactions and the conditions for challenging them, but also in a general reduction in the opportunities for challenging transactions on so-called special corporate grounds.
In general, this approach is not unexpected, if we recall the provisions of paragraphs 5.1.1, 5.1.2 of the Concept of development of civil legislation of the Russian Federation, according to which the contestation of the transaction is, in fact, an exception to the principle of stability of civil turnover and the rules of pacta sunt servanda (contracts must be respected) and can not be a way of abuse of subjective civil rights.
Another question is that the changes made to the legislation on business companies are quite serious, because they significantly change the content of extraordinary transactions. Therefore, the key to effective law enforcement is the proper adaptation of judicial practice to the effective novelties, the legal technique of which is far from perfect.