Case Facts.
The company filed a claim in the arbitration court against Rusal, demanding the recovery of USD 656,338 in unpaid dividends.
The plaintiff claims that it retains the right to dividends despite the theft of its shares in 2003, since their lawful transfer to other persons was not formalized in a legal manner.
Position of the lower courts.
Three courts rejected the claim, justifying this as follows:
As of October 20, 2022, the plaintiff was not listed in the register of shareholders of the company, and therefore could not claim dividends.
Since the plaintiff has already exercised the right to compensation for the stolen shares, he has no legal grounds for owning them, and therefore for receiving dividends.
Position of the Supreme Court of the Russian Federation.
1. The register of shareholders is not an absolute criterion for the right to dividends
- The law does not link the rights to shares exclusively with their registration in the register of owners.
- The absence of a company in the register does not mean automatic loss of the right to dividends, especially if the shares were lost against the will of the owner.
- Dividends can be recovered if corporate control over the shares is restored, and the company paid dividends to an improper person, knowingly knowing about the violation of the rights of the legal owner.
- In this case, the court found that the plaintiff's shares were stolen as a result of a criminal act, and the plaintiff himself tried to restore his rights by filing a corresponding claim.
- The amount of damages recovered from the criminal in the criminal case does not terminate the victim's ownership of the shares.
- Recovery of damages does not legitimize the illegal transfer of shares and does not deprive the plaintiff of the opportunity to restore corporate control.
The Supreme Court recognized that the plaintiff retains the right to receive dividends, despite the absence in the register of shareholders and the fact of recovery of damages for the theft of shares. The case was sent for a new trial.
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