Judicial act: Resolution of the Arbitration Court of the West Siberian District of February 10, 2022 in case No. A45-1493/2021
1. There are no grounds for paying dividends in an amount greater than established by the decision of the general meeting of shareholders of the company.
2. The decision on the payment of dividends, including the amount of the dividend and the form of its payment, is taken by the general meeting of shareholders on shares of each category, including preferred ones, in accordance with the recommendations of the board of directors of the company. In the absence of a decision to declare dividends, the company is not entitled to pay, and the shareholders - to demand their payment.
3. The issue of a part of the shares, subsequently recognized as illegal, may be the basis for unjust enrichment among shareholders in connection with their receipt of dividends on the relevant shares, and does not in any way violate the rights of the plaintiffs to receive dividends in accordance with the decision of the general meeting of shareholders of the company, since they received their dividends in full.
1. By virtue of the constitutional principle of freedom of economic activity, the general meeting of shareholders has the right to independently make strategic economic decisions.
2. Such decisions also include the decision on the payment (declaration) of dividends, including on the amount of the dividend and the form of its payment for each category (type).
3. The rules for the distribution of profits between shareholders are described in the charter or in a separate document on the dividend policy of the joint stock company. The issuer can tie the amount of payments to specific indicators - profit, free cash flow, etc.
4. The board of directors evaluates the received profit and makes a recommendation on how much to spend on dividends. The recommendation is discussed at the meeting of shareholders: it is it that determines the final amount of payments and the date of closing the register of shareholders entitled to receive dividends (cut-off date). The amount of dividends cannot exceed the limit recommended by the board of directors.
5. Thus, the right of a shareholder to receive dividends can be exercised only if the general meeting of shareholders makes a decision on accrual and payment of dividends based on the results of the financial year.
Please note that in 2020 the law firm Vetrov & Partners was marked by the industry rating of law firms Pravo.ru-300 in the nominations Arbitration Proceedings, Dispute Resolution in Courts of General Jurisdiction and is one of the regional companies throughout Russia in these nominations.
In the event that your litigation or other dispute, contractual work or any other form of activity concerns the issues discussed in this or our other material, we recommend that you check and make sure that your legal position complies with the latest changes in practice and legislation.
We will be happy to provide you with legal assistance regarding the minimization of legal risks and available opportunities. We will try to find a solution that is right for you.
Call +7 (383) 310-38-76 or write to email@example.com.
Our law firm provides various legal services in different cities of Russia (including Novosibirsk, Tomsk, Omsk, Barnaul, Krasnoyarsk, Kemerovo, Novokuznetsk, Irkutsk, Chita, Vladivostok, Moscow, St. Petersburg, Yekaterinburg, Nizhny Novgorod, Kazan, Samara, Chelyabinsk, Rostov-on-Don, Ufa, Volgograd, Perm, Voronezh, Saratov, Krasnodar, Tolyatti, Sochi).
Galina Korotkevich, partner. I love coffee, snacks, bankruptcy and corporate law. I write articles, look for interesting information and suggest ways to use it in practice. I believe that thanks to high-quality legal analytics, clients come to a law firm, and not vice versa. Do you agree? Then let's be friends on Facebook.