Point of law: whether the shareholder of a closed joint-stock company is considered to be properly notified about the holding of the general meeting of shareholders, given that he was represented by a management company, but the trust management contract with this company had already been terminated by the time of the meeting being held?

Alternative views: 1) the company has properly discharged its obligation to notify its shareholder because para 2 of Art 57 of the Law on Joint-Stock Companies provides for the duty of the management company either to give him a proxy for voting or to vote in the general meeting in accordance with his instructions; or 2) the duty tо notify the shareholder is not properly discharged because the aforementioned provisions of the Law relate only to new acquirers of shares, whereas in the present case the shareholder has been in possession of shares all along.

Ratio decidendi: the Presidium held that the second view is legally correct. Additionally, it pointed out that 1) the joint-stock company, were it acting reasonably and in good faith, ought to ascertain that the fundamental right of the shareholder to take part in the general meeting with the right to vote on all the issues of the meeting’s agenda had not been violated and, if need be, it ought to suspend the meeting in order to update the list of persons having the right to participate therein, and 2) the protection of the existing shareholders who as a result of the general meeting’s decision to issue additional shares lose to a significant extent their share in the charter capital of the company should have priority over the protection of those who acquire shares as a result of such issuance.

Practical consequences: the Judgment does not provide for the possibility to reverse the judicial decisions that are already in force on the grounds of interpretations given by the Judgment. Therefore, such interpretations may guide only future disputes (those arising after the date of its publication).