Between late 2025 and early 2026, the Arbitration Court of the North‑Western District issued several rulings that provide clear guidance for companies and their shareholders. These conclusions help avoid common mistakes and better protect rights in corporate conflicts.
1. The value of a departing member's share is based on the market value of assets, not book value
A member left the company and demanded payment of over 11 million rubles for their share, but the company paid only about 58 thousand rubles, relying on accounting data. The courts sided with the claimant and ordered an expert appraisal to determine the real market value of the assets. The appellate court confirmed: in such disputes, courts cannot limit themselves to accounting figures – they must establish the actual market value of the company's assets.
2. A transaction qualifies as a major transaction only if both quantitative and qualitative criteria are met simultaneously
The CEO forgave loan debts totalling over 29 million rubles. The other member (50% share) challenged this as a major transaction that had not been approved by the general meeting. The courts dismissed the claim: the amount did not exceed 25% of the company's asset value (the quantitative criterion was not met), and the claimant’s own representative had voted in favour of the transaction at the meeting. The appellate court clarified: for a transaction to be recognised as major, both the quantitative and qualitative criteria must be present at the same time.
3. A director is not liable for losses caused to prevent even greater harm
The company was fined over 14 million rubles for extracting sand outside its licensed mining area. A shareholder sued the director, claiming the director had acted unreasonably and in bad faith. The courts dismissed the claim: the extraction outside the licensed area was a forced measure due to flooding of part of the quarry, and the sand was used in production and brought profit to the company. Administrative liability was imposed on the chief engineer, not the director. The appellate court confirmed: when assessing losses, the benefit gained by the company is taken into account, and a director who acted to avoid greater harm is not liable.
4. The expiration of a director's term does not automatically terminate their powers
A former director was removed by a shareholder resolution in 2017 and was required to hand over documents. Years later, he sought to reopen the case based on newly discovered circumstances – a criminal court had found that his successor had falsified a protocol on his own re‑election. The court refused to reopen the case: the criminal verdict did not invalidate the 2017 resolution, and terminating the powers of a sitting director requires a clear decision by the competent corporate body – the mere expiry of the term is not enough.
5. To expel a member, a direct link between the member's conduct and actual harm to the company must be proved
One of two members (each holding 33%) systematically failed to attend general meetings, blocking business decisions. The other member sought to expel him. The first‑instance court agreed, but the appeal and cassation courts refused: there was no proof that the member had been properly notified of the meetings, and the absent member remained active in other ways – requesting documents, calling extraordinary meetings. Expulsion of a member is an extreme measure and requires convincing evidence of adverse consequences.
6. Controlling persons of a non‑operating company may face subsidiary liability
A creditor could not recover a court‑awarded 5 million rubles for years: the company formally existed but carried out no actual activity. The lower court refused to impose subsidiary liability on the director‑founder because the company was neither bankrupt nor liquidated. The appellate court sent the case back for review, explaining: a company that does not operate is economically indistinguishable from a liquidated one, and the level of creditor protection should not depend on the formal status in the corporate register.
Why This Matters for Your Business
These court interpretations help companies and their shareholders better understand their rights and risks. Miscalculating the value of a share, incorrectly classifying transactions, or ignoring proper procedures can lead to serious financial losses. Keeping up with court practice helps build a more robust corporate structure and protect oneself in a dispute.
How Acsour Can Help
Acsour’s lawyers have experience in corporate disputes and the analysis of court practice. We are ready to:
review your corporate documents and procedures against current legal approaches;
assess risks when a member withdraws, when transactions are challenged, or when controlling persons face liability;
develop a defence strategy or pre‑trial settlement.
Contact us to discuss your situation and receive qualified legal assistance.