The court ruled that the change in the Supervisory Board of the Odesa Port Plant was lawful

A minority shareholder of JSC “Odesa Port Plant” lost a case seeking to overturn decisions regarding changes to the composition of the company’s Supervisory Board. The court found that the election of the new officials took place without any violations of the law.

This is stated in the decision of the Odesa Regional Commercial Court dated October 28. 

The court noted that the requirement to obtain approval of candidates from the Cabinet of Ministers of Ukraine applies exclusively to companies that are 100% state-owned. It was established that the general meeting took place without any violations of the Law of Ukraine “On Joint-Stock Companies” or the company’s Articles of Incorporation, and the rights of the minority shareholder were not restricted.

The court upheld all the contested decisions of the OPZ general meeting and ordered the plaintiff to pay the court costs. 

According to the case file, the plaintiff, who owns 1,530 shares of the company (0.0002% of the authorized capital), sought to have the resolutions of the extraordinary general meeting of shareholders held on May 21, 2026, declared invalid. At that meeting, the assembly terminated the powers of the previous composition of the Supervisory Board, elected new members to the body, and approved the terms of their contracts and the amount of their compensation.

The plaintiff’s main claims centered on the fact that the State Property Fund of Ukraine had not coordinated the candidates with the Cabinet of Ministers of Ukraine prior to submitting their nominations, as allegedly required by Government Resolution No. 643. In her view, this violated the procedure and her rights as a shareholder.

In response, representatives of the Odesa Port Plant and the State Property Fund of Ukraine (which owns 99.57% of the company’s shares) explained in court that the provision requiring mandatory government approval applies only in cases where the state is the sole shareholder of the company. Since Odesa Port Plant JSC has other shareholders as well, the State Property Fund of Ukraine acted within the general procedure as the majority shareholder by submitting the candidates for consideration by the general meeting.

Юлія Калабайда