METHODS FOR RESTORING THE CORPORATE CONTROL OF A PARTICIPANT IN A LIMITED LIABILITY COMPANY: PROBLEMATIC ISSUES OF CLASSIFICATION

Abstract

This article examines an underexplored issue in corporate law, namely the classification of legal remedies for restoring the corporate control of a participant in a limited liability company (LLC). It argues that a share in the charter capital of a company constitutes a distinct object of civil rights, the ownership of which gives rise to corporate control. The restoration of such control is effected through proprietary remedies, including vindicatory, condictionary, and restitutionary claims. Drawing upon a comprehensive analysis of existing theoretical approaches to the classification of remedies for the protection of corporate rights, the article identifies the principal criteria for their classification and proposes a coherent systematization that reflects the legal nature of a participant’s corporate control. It advances a classification of remedies for restoring corporate control according to their legal effect, distinguishing three categories. The first category comprises protective and confirmatory remedies, which establish or confirm the existence of a participant’s corporate control by modifying the relevant legal relationship, including the transfer of the rights and obligations of the purchaser of a share in the company’s charter capital. The second category consists of restorative remedies aimed at reinstating corporate control, including restitution, determination of the amount of the company’s charter capital and the proportional interests of the participants, orders compelling the disclosure of information, the convening, organization, and holding of the general meeting of participants, as well as the invalidation of the company’s reorganization. The third category encompasses preventive remedies, including the invalidation of resolutions adopted by the general meeting of participants. The article further considers whether the restoration of corporate control should be recognized as an autonomous legal remedy. It concludes that the restoration of corporate control may be effectively achieved through the legal remedies provided for in Article 16 of the Civil Code of Ukraine, without the need to recognize it as a separate remedy.