Point of law: whether a transaction on the transfer of assets from a subsidiary to its mother company without any consideration is admissible?

Alternative attitudes: 1) it is inadmissible, because such transaction is essentially a contract of gift, whereas gifts between commercial entities are prohibited by virtue of Art 575 of the Civil Code (the view of lower courts); or 2) it is admissible, because such transfer of property should not be regarded as a gift: a gift implies the intention of the donor to transfer a property belonging to him, to another person exactly as a gift (with the intention to do good to the donee – animus donandi), while in this case there was no such intention; the transfer of assets within a holding structure may be justified by expediency: a mother company and its subsidiary are from economic point of view a single entity, which means that no consideration from the mother company to the subsidiary is required; as for the interests of creditors and minority shareholders of the subsidiary, in this situation they are sufficiently protected by other rules of current legislation (the view of the panel of judges of the Supreme Commercial Court who submitted the case to the Presidium).

Ratio decidendi: the Presidium approved the second approach and pointed out that by virtue of the analogy of law the unnamed contract of this kind must, like a contract of sale of immovable property, be concluded in writing by way of making a single document signed by both parties.

Practical consequences: this Judgment may become ground-breaking decision for the cases of transfer of property within holding structures. At the same time, the Judgment does not provide for the possibility to reverse  inconsistent court decisions in prior analogous cases by virtue of Art 311 of the Commercial Procedure Code. Therefore, its ratio decidendi has only prospective force.