Dmitry Uryakin analyzed for DP the actuality of disputes over the exclusion of “dead souls” from JSCs

The Delovoy Petersburg newspaper drew attention to the persistence of a large number of corporate disputes. Thus, in 2023 the Commercial Court of St. Petersburg and Leningrad Region considered more than 3 thousand such cases, and in January-June of this year – 1.6 thousand. At the same time, one of the urgent problems for joint-stock companies remain co-owners – “dead souls”, which can lead to almost managerial collapse of the company: de jure they are, but de facto – not.

“The presence of such a legal entity within the corporation deprives other shareholders of the opportunity to put issues requiring unanimous decision to a vote. This prevents the adoption of strategically important corporate decisions, for example, on approval of important transactions, on increasing the authorized capital, etc.,” explained Dmitry Uryakin, Senior Associate and Head of General Business Practice at Maxima Legal.

An example of such a dispute is the case of Syasky Pulp and Paper Mill JSC. In 2021, the company earned RUB 9.5 bn, showing a net profit of 54 mln. In 2023, the joint-stock company applied to the Arbitration Court of St. Petersburg and the Leningrad Region for the transfer of its shares (over 9 thousand pieces), owned by CJSC Lodeynopolsky Kompleksny Lespromkhoz. In fact, the timber processing plant has not conducted its activities since 2017, and subsequently the court declared it bankrupt.

“In the substantiation of the application, the mill indicated: the presence of a liquidated legal entity in its structure does not allow the shareholders of the pulp and paper mill to make corporate decisions that require the consent of all shareholders. This, according to the mill, hinders its normal operations and creates legal uncertainty for shareholders,” said Dmitry Uryakin.

The court agreed with the arguments of the pulp and paper mill and transferred the shares into its ownership. The similar decision was made on the claim of Syasky Pulp and Paper Mill JSC concerning 12,6 thousand of its shares, the owner of which was Bumlesopttorg JSC from Samara.

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