1. **Subject matter of the dispute:** Recovery of debt from JSC “Mykolaivoblenergo” for the payment of dividends for 2018–2021, as well as inflation losses and 3% per annum for the delay in the performance of a monetary obligation.
2. **Arguments of the Court:**
* The Court established that shareholders have no right to dividends for 2018, as at the time of compiling the list of persons entitled to them, they were not shareholders of the company.
* Regarding dividends for 2019–2021, the Court deemed the approach of the lower courts to be erroneous, as they automatically reduced the recovery amount by the amount of taxes already paid by the company (personal income tax and military levy).
* The Supreme Court emphasized that the obligation to pay taxes lies with the tax agent (the company); therefore, the court must award the full amount of dividends, and taxes must be withheld upon execution of the judgment.
* The Court found the appellate court’s conclusion that the issue of dividend payments to the state was irrelevant to the case to be erroneous, as this is important for verifying compliance with the principle of shareholder equality.
* The Court departed from previous practice regarding the assessment of the legitimacy of changing the dividend amount by an extraordinary general meeting, pointing out that courts must verify whether this was done selectively, in violation of the rights of other shareholders.
* The Court emphasized that the legal instrument of Art. 90 of the Commercial Procedure Code (questions to another participant) cannot be ignored if the answers to them are significant for establishing the circumstances of the case, in particular regarding the fairness of profit distribution.
* The Court also noted that the accrual of inflation losses and 3% per annum must be carried out after the expiration of the payment deadlines established by the supervisory board, provided that these decisions have not been invalidated.
3. **Court Decision:** The Supreme Court partially satisfied the cassation appeal, overturned the decisions of the lower courts regarding the recovery of dividends for 2019–2021, and remanded the case for a new trial to the court of first instance, while upholding the decision regarding the refusal to recover dividends for 2018.
