- properly approved transaction may still be contested in court, if it makes clear damage to the company. This includes making transactions on clearly and significantly unfavorauble conditions – for instance, when the consideration received by the company under such transaction, is two times or more lower than the value of consideration  offered  by the company to its counterparty, and the counterparty must know about the existence of clear damage, which is the case  when such damage would be evident for any ordinary counterparty at the moment of the conclusion of the transaction;

 

- the transaction  may not be contested if it does not violate the interests of the company. The lack of violation of the interests of the company and its shareholders may be testified, in particular, by the following: 

1) the consideration received by the company under transaction was equivalent  to the property which was given in exchange;

2) making the transaction was a way to avoid greater losses for the company; 

3) the company’s transaction, even if disadvantageous per se, was a part of a set of interconnected transactions pursuing a common economic goal, as a result of which the company ought to have derived profit. The internal connection between transactions may be indicated by such signs as the pursuit of a common goal at the conclusion of transactions, the common economic designation of the property sold, the consolidation of all the property sold under transactions in the ownership of the same person, the shortness of the period of time between the commission of several transactions. In so doing, the courts must take into account that if unprofitableness of transaction was  not evident at the moment of  its conclusion but has appeared or was revealed subsequently (for instance, as a result of violation by a counterparty or the company itself of obligations arising under it), the transaction may be deemed invalid only if the plaintiff would prove  that it was originally concluded with the purpose of its non-performance or improper performance;  

 

- the company’s charter may envisage other cases when the procedure for approval of large-scale transactions would apply to other transactions made by the company. In considering disputes on deeming such transactions invalid courts  must be guided by Art 174(1) of the Civil Code: as a general rule, the counterparties may rely on the unlimited powers of company’s director, excepting the cases when they knew or ought to know about limitations, that is, the circumstances were such that any reasonable person would have immediately reveal the fact of director acting in excess of his powers (ultra vires);

 

- in the event that a large-scale transaction is at the same time an “interested” transaction (i.e. the one to be concluded with affiliated persons), it must be approved in the procedure envisaged for "interested" transactions, excepting the case  when all the members of the company are interested in it; in the latter case it is to be approved as a large-scale transaction; 

 

- labour contract may qualify as a large-scale transaction; when deciding the question as to whether the interests of the company  are violated by the conclusion of a labour contract, courts must assess whether its conditions correspond to usual conditions of labour contracts concluded with the professional of equal qualification and level of skills, with due regard to the character of employee’s duties, including confidentiality and non-competition clauses, the scale and profitableness of business, etc.;

 

- since amicable agreement is based on a civil law transaction, it is regulated not only by procedural law; civil law rules shall also apply to it, including the rules on approval of large-scale  and “interested” transactions.