Here is the detailed legal analysis of the court decision in case No. 910/6208/24:
1. The subject of the dispute is the recovery from PJSC “Ukrnafta” in favor of a shareholder (LLC “Vityaz”) of a portion of the net profit for 2021 due to the fact that the company did not adopt a decision on dividend distribution within the statutory period.
2. The Court concluded that it was necessary to depart from its previous position set forth in the resolution of February 6, 2025, in case No. 910/13331/23, which stated that the payment of a portion of profit is possible only in conjunction with a decision of the General Meeting. The Supreme Court emphasized that the provisions of Article 20 of the Law of Ukraine “On the State Budget of Ukraine for 2022” are imperative and establish a special mechanism for protecting shareholder rights. The Court stressed that the principle of shareholder equality is fundamental, and a situation where the State receives income from the company’s activities through budget mechanisms while other shareholders do not is discriminatory and constitutes an abuse of rights. The absence of a General Meeting decision does not exempt the company from the duty to pay a portion of the profit, as such an obligation arises directly by virtue of the law. The Court noted that previous decisions of the Constitutional Court of Ukraine indicate the inadmissibility of paying profit only to the State while ignoring the interests of other participants. Thus, the Supreme Court confirmed that a shareholder’s right to receive a portion of profit is unconditional in the event of the company’s failure to perform its duty to adopt a decision on dividends by May 1.
3. The Supreme Court upheld the decision of the court of first instance and the resolution of the appellate court, by which the claims of LLC “Vityaz” for the recovery of a portion of net profit, three percent per annum, and inflationary losses were satisfied.
