Challenging a Company Reorganisation Resolution in Georgia

The first step in the review is to secure the exact resolution, together with the minutes, attachments and reorganisation plan. Potential defects may concern, for example, the authority of the body that adopted the resolution, proper convening of the meeting or the announced agenda. A missing quorum, failure to obtain the required majority or an incorrect vote count may also affect the shareholders’ resolution. Withheld information, impermissible restrictions on voting rights or breaches of special rights may provide further legal grounds for objection. However, not every procedural defect automatically renders a resolution invalid; its significance depends on the applicable rule and the effect on the decision. Standing to challenge, the competent court, the time limit and the required application must be determined based on the specific case. Because time limits may be short, legal review should begin immediately after learning of the resolution. A lawsuit or other challenge does not necessarily halt implementation or registration. If the reorganisation is to be suspended pending a decision, separate interim relief may be required. If the reorganisation has already been registered, possible consequences for the register status, the companies involved and the protected rights of third parties must be assessed separately.