Point of law: under which conditions a transaction concluded by a joint-stock company in violation of a law may be deemed to be invalid upon the suit of a shareholder as being against his rights and lawful interests?

Ratio decidendi: the Presidium pointed out that a major transaction made in contradiction to a law may be deemed invalid only if it is clearly unprofitable for the joint-stock company. Moreover, the grounds for its invalidity must have place either before its conclusion or at the moment thereof, but not later. The failure to perform or improper performance of a major transaction by a commercial entity, which brings negative consequences for the latter (for instance, the loss of deposit), may not serve as a ground for qualifying this transaction as being detrimental to shareholders, unless it is proved that from the beginning the transaction was concluded with the original purpose of non-performance or improper performance and that of inflicting losses upon shareholders.

Practical consequences: the Judgment says that prior court decisions in analogous cases if inconsistent with this interpretation may be reversed in the procedure and within the limits envisaged by Art 311 of the Commercial Procedure Code.