According to recent researches, foreign investors indicated that unreliable judiciary is one of the main obstacles for them not to invest in Ukraine. The new Supreme Court has already started to change such a situation and I would like to tell you how it works.

In the few pictures below you can see the structure of the new Supreme Court in Ukraine

 and reference to court cases with respect to corporate disputes and protection of investors' rights.

Corporate Disputes, Corporate Rights and Securities' Chamber deal mostly with corporate and securities disputes. In particular, judges are considering cases relating to: 
- the General Shareholders Meetings and companies Board’s decisions;
- companies’ charters and other constituent documents;
- Companies’ board’s activity;
- shares ownership and shares purchase agreements;
- and some others.

The new commercial procedural code provides several special provisions for considering corporate disputes cases.

✔The first one. Corporate disputes should be considered only by the commercial courts. It’s a very important provision taking into account that sometimes individuals being companies’ shareholders were allowed to bring a suit against a company in district civil court. Sometimes company even didn’t know about such a suit or sometimes the court trial could last for years. Now it’s strictly forbidden. If it’s a corporate dispute, it should be resolved only by the commercial court.
✔The second one. The new commercial procedural code directly provides that all corporate disputes should be considered only at the company’s place of location. We call it an exclusive jurisdiction. Such a provision makes it impossible to bring a suit against the company in “a secret manner” in another city or district. 
✔The third one. The corporate dispute may not be considered through simplified court procedure. As I already told the corporate disputes are of high importance and that’s why they cannot be considered “quickly”. All proves should be studied by the court very carefully. In case there is a necessity even witnesses can be questioned.

Now the Supreme Court’s arguments refer to the European Court of Human Rights judgments. You may find such reference in each third Supreme Court’s judgments on corporate cases.
The balance between the interests of minority and majority shareholders is to be reached. And it’s also very important. The court in each case should consider very carefully all prove and arguments of the parties in order to protect the rights of the minor shareholders and the Company or the major shareholder at the same time. 
The balance between public and private is to be observed as well.

CASE №918/92/17 
In this case, the SUPREME COURT defended the minority shareholder rights to possess his share. The General Shareholders Meeting made a decision to increase the charter capital by contribution only of one shareholder. As a result, the share of another shareholder was reduced from 34% to 0,005%. The procedure of the Shareholders Meeting was not violated and the provisions of Ukrainian laws did not provide any basis for invalidation of such an unfair decision.
In this case, the Supreme Court applied the rule of law principle and said that the decision on increasing the charter capital should be cancelled. 
The Supreme Court’s arguments referred to Protocol 1 to the European Convention on Human Rights and Fundamental Freedoms. 
The European Court on Human Rights judgment Sovtransavto v. Ukraine was used to ground the Supreme Court’s legal position.

CASES № 910/11316/17, № 910/8399/17 
A shareholder’s right to receive dividends within the terms fixed by the General Shareholders Meeting is unconditional. It means that after the General Shareholders Meeting made a decision to pay off dividends a Company is obliged to fulfil such a decision without demanding from the shareholder any additional actions to be taken.

CASE № 910/783/17 
A shareholder’s right to demand a company’s audit shall not depend on the company’s or its CEO goodwill.

CASE № 909/743/16 
A bank shall have no right to demand through a court procedure to oblige a joint-stock company to undertake actions provided by the Law “On Joint Stock Companies”. It means that any third person, including the bank, may not interfere in the Companies day-by-day activity.

Anna Vronskaya judge of Supreme Court