On May 7, the April edition of the corporate digest was published on the Pravo.ru portal. The issue focused on a shareholder’s right to bring a derivative suit and the protection of minority shareholders.
In particular, KKMP advisor Ekaterina Sharapova commented on the dispute between Rosstroy participants regarding the recovery of damages for the unauthorized use of the company’s property (Case No. A56-94333/2023). The Supreme Court remanded the case for a new trial.
There has long been a corporate conflict within the firm. In 2022, partner Artur Adis learned that Sergey Dvurechensky had established the company “Best,” transferred Rosstroy’s CEO and chief accountant there, and transferred equipment to it without compensation. Adis demanded recovery of unjust enrichment in the amount of the unpaid rent.
The trial court denied the claim; the appellate court partially granted it; and the cassation court overturned the decision, ruling that the shareholder was not entitled to file such a claim. The Supreme Court noted that the dispute was of a corporate nature, and therefore Adis was entitled to bring an indirect claim in the company’s interest.
Ekaterina Sharapova notes that in this case, the company was unable to defend its own interests because it did not have a CEO at the time the claim was filed: the previous CEO had died before the claim was filed, and a new one had not been elected due to a corporate conflict. However, the highest court does not cite this fact as grounds for a shareholder’s ability to file a claim for unjust enrichment on behalf of the firm.
The Supreme Court’s reasoning suggests that a shareholder’s right to file a lawsuit on behalf of the company does not depend on whether the company has a sole executive body or on that body’s interest in bringing such a lawsuit. Perhaps if the company had had a disinterested CEO, the Supreme Court’s position would have been different. — comments Ekaterina Sharapova.
In turn, KKMP counsel Andrey Lipin commented on the case involving an attempt to expel a shareholder who simultaneously held a management position (Case No. A27-20272/2024). The majority shareholder demanded the expulsion of the minority shareholder, arguing, among other things, that the latter was periodically absent from work due to arrest and medical treatment.
The courts dismissed the claim, noting that the majority shareholder (who also exercised the powers of the sole executive body) had a duty to organize the company’s operations in such a way that the absence of a single employee would not negatively impact the company’s financial condition or production process. The Supreme Court upheld the lower courts’ rulings.
Andrey Lipin, agreeing with the courts’ approach, notes that a minority shareholder’s improper performance of his official duties falls within the realm of labor relations and cannot be decisive in a corporate conflict between shareholders.
The full version of the digest is available at the link.
