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Обзор правовых позиций арбитражных судов по вопросам корпоративного права за 2019 и 2020 годы
This judicial review covers the most interesting and important, in the authors’ opinion, judicial decisions
on corporate issues for the period from 01.01.2019 to 31.08.2020, as well as brief comments on each
of the cases to draw attention to the most significant aspects of the case, express authors’ opinion or
highlight the trends evolving in practice.
Based on the results of the analysis of the judicial practice, it is safe to say that the Russian courts
(especially the Supreme Court of the Russian Federation) often move away from formal interpretation
of law and try to apply it teleologically. The courts have rather liberal approach to parties’ agreements
on corporate governance and profit distribution. As before, judicial defense is granted only to a party
acting in good faith and judges block any attempts to challenge any action or recover damages if a claimant circumstantially has confirmed lawfulness of such action or the court revealed other signs
of abuse of legal rights. Some of legal positions can be defined as game-changing and long expected,
e.g. recognition of a charter and a resolution of a meeting as a juridical transaction and application of
the general rules on invalidity of legal transactions to them, recognition that it is possible to compel
a shareholder to send a mandatory offer and to recover damages in case of manipulating with the
term for sending a mandatory offer.