A shareholder filed a derivative suit against the head of a JSC for compensation for losses caused to the company. The plaintiff's claims consisted of several episodes and were based on several transactions made by the JSC with affiliated persons.

 
In the plaintiff's opinion, these transactions caused losses to the company in the form of expenses on the lease of special vehicles and unreceived income, which the company could have received if it had acquired the special vehicles in ownership; in the form of unjustified reimbursement of expenses to the contractor under the general contract for the construction of an apartment building; in the form of an underestimated price when selling the real estate owned by the company.

Plaintiff insisted that the defendant acted under the conflict of interests and he didn’t disclose the economic content of the relationship in which losses were imposed on the JSC and profits were redistributed to companies controlled by the defendant.

During hearing of the case, it was proved that the transactions were made in accordance with the conditions of the JSC’s activities in the disputed period, the information available to the defendant and had a reasonable aim as well. Plaintiff didn’t provide any evidence, that the deals were conducted at economically unreasonable prices, and that their fulfillment was beyond the normal entrepreneurial risk.