Abstract

This text, albeit focused on the ruling of the Supreme Court of 17 January 2018, IV CSK 252/17 in particular, seeks to answer several questions regarding the purpose and essence of individual institutions of commercial and procedural law. The authors’ reasoning concerns verification by courts of the decision-making process before adoption of a resolution on the distribution of profits or the facts accompanying this event. For this purpose, the authors thoroughly discuss the matter of the shareholders’ right to a share in a company’s profit, as well as the conditions the conditions laid down in Art. 422 of the Commercial Companies Code which would justify annulment of a resolution disadvantageous to the shareholders, that is not awarding them a dividend despite the fact that a profit has been achieved. With respect to the above, the authors pay special attention of the issue of “causing harm to a shareholder”. According to the reasoning of the Supreme Court in the discussed judgement, this requirement is met by the very fact of failing to pay dividend to the shareholders for many years, notwithstanding the economic motivation underlying such decision. By discussing the verdicts issued by both the common courts and the Supreme Court, the authors attempt to explain why the reasoning in the latter ruling is dubitable, especially in the light of the norms arising from the provisions of the Commercial Companies a Code, the Code of Civil Procedure, as well as the case law and legal doctrine.