In Case No. А40-206386/2023, multiple LLCs sold real estate assets to another company. LLC shareholders contested these sales, asserting they were “major transactions” that lacked the required written corporate approvals. Lower courts initially sided with the shareholders and invalidated the transactions.
However, the Supreme Court overturned those decisions, stressing the importance of informed consent. The Court ruled that even without a formal resolution from the shareholders’ meeting, a transaction may be valid if controlling shareholders or the beneficial owner were aware of — and did not promptly object to — the transaction. In making this determination, courts are encouraged to look at the totality of evidence, rather than focusing solely on formal signatures or resolutions.
The Court further highlighted that regulations governing major transactions are designed to protect the interests of company owners, and a strict, paperwork-centric approach can undermine this goal. In this instance, the Court found credible evidence that the beneficial owner knew about and consented to the deals, making the lack of formal approval less critical.
This decision marks a step away from a purely formalistic approach. While the ruling provides greater flexibility for businesses to complete major transactions, it also underscores the need to carefully document any evidence that key stakeholders have knowingly approved the deal. Doing so can help avoid future legal challenges and disputes over whether genuine “informed consent” was obtained.