Publications

On the 24th of April 2025 the Faculty of Law of the Lomonosov Moscow State University will host a scientific and practical conference "Controlling in corporate and bankruptcy law".

PB Legal partner Alan Bayramkulov will be speaking at the conference at 15:20, on the topic "Liability of top managers controlling a company: the thin line between entrepreneurial risk and legal liability".

The live webcast is available at the following link.

Forbes has published a commentary by PB Legal Managing Partner Alexander Panin on a new possible mechanism of payment for a share in an LLC

The government has approved a draft law allowing LLC participants to receive a payment for a share at market value rather than book value. The change is important because book value can be lower than market value, leading to disputes over the amount of the payment.

In his commentary, Alexander Panin stressed that the new mechanism could save companies from having to go to court in cases of disputes over the value of a share.

Payment of the market value will be made at the request of a participant. The valuation of the share will be carried out by a valuer appointed by the LLC or the person to whom the payment is to be made.

The draft law may reduce disputes and abuses in the event of a member's withdrawal from an LLC. However, the introduction of an alternative mechanism for calculating the actual value of the share requires detailed elaboration at this stage.

The publication is available at the following link.

Dear colleagues, We are pleased to announce that we have some great news to share with you. We are pleased to present this information to you.

On 12 March 2025 "Pravo-300" presented a personalised ranking of recommended lawyers.

PB Legal partners were recognised in the "International Litigation" category. The selection of candidates was based on a comprehensive evaluation of cases during the year, client feedback, and professional awards.

Partner Alan Bayramkulov was recognised in the category "Partners and Practice Managers". Managing Partner Alexander Panin was recognised in the category "First Persons of Law Firms".

We congratulate our colleagues and wish them new professional achievements.

For more information, please click here to view the results of the federal rating "Pravo-300".

On 5 December ‘Pravo-300’ published its annual rankings, in which PB Legal | Panin, Bayramkulov & Partners has been actively participating for many years.

This year PB Legal team has improved its position in the legal market thanks to the quality work of a well-knit team of professionals!

We have received awards in the following categories:

• Group II - International Litigation;
• Group III - Arbitration litigation (big commercial disputes: high market);
• Group III - Corporate/M&A (mid market).

We express our deep gratitude to all members of our team, as well as to our clients, without whom this result would not have been achievable.

We are very grateful to the team of ‘Pravo-300’ and hope for further cooperation!

You can find the ‘Pravo-300’ rankings at the link.

Our Client is a large Kazakhstani mining and metallurgical company, one of the largest producers of chrome raw materials and ferroalloys in the world.

The Client ordered a Russian contractor company, established jointly by a Russian and a South African company, to carry out works in the smelting shop. According to the contract, the Client transferred an advance payment to the contractor, but due to COVID-19 restrictions the works were not performed and the advance payment was not returned.

As a result of PB Legal team's actions, the Arbitrazh Court of the Moscow region awarded the advance payment in favour of the Client. However, the controlling persons of the contractor company withdrew most of the assets in their favour, therefore the Court decision was unenforceable. In order to recover the advance payment, PB Legal team initiated bankruptcy of the Russian contractor, in the course of which the insolvency administrator challenged the transactions on withdrawal of assets in favour of an affiliate, recovered unjust enrichment, and filed an application for bringing the controlling persons to subsidiary liability.

Thereafter, the controlling persons of the Russian contractor proposed to the Client to enter into a settlement agreement under which they would voluntarily repay the debt. The settlement agreement was approved by the court and the opponents have already transferred part of the funds under it.

Additionally, a company from South Africa, one of the Russian contractor's shareholders, was a subcontractor under the contract with the Client. Due to the fact that the Russian contractor transferred to this company an advance payment, the insolvency administrator filed a claim for recovery of the advance payment and losses. Under the terms of the settlement agreement the right of claim against the company from South Africa was transferred to our Client, and PB Legal team filed an application for procedural succession on Client’s behalf.

The project was led by Alan Bayramkulov and Pavel Chistyakov.

Our Client is a large Russian dairy manufacturer known for producing cheese, cottage cheese and butter.

The client asked us to represent its interests in the courts of the Russian Federation in disputes with a foreign supplier and a guarantor bank. The supplier violated its obligations under the contracts for the supply of industrial equipment, citing the EU sanctions against Russia. The same motivation was used by the guarantor bank to refuse to pay the Client the sum of the guarantees securing the supplier's obligations.

PB Legal team prepared a strategy to protect the Client's interests and filed lawsuits against the supplier and the guarantor bank. At our request, the court took interim measures against the assets of the guarantor bank. In June 2024, the Arbitrazh Court of Moscow ruled in favour of our Client to recover the sum of the guarantees of EUR 4,820,000 and the interest of EUR 170,000 from the guarantor bank.

The project was led by our lawyers: Konstantin Galin, Igor Startcev, Yulia Isakova, Ilya Belyaev.

‘Vedomosti’ published a commentary by Alexander Panin, Managing Partner of PB Legal | Panin, Bayramkulov & Partners, on the new version of the draft law adopted by the Ministry of Economic Development regarding expansion of the regulation in the area of corporate contracts (shareholders' agreements).

The Ministry of Economic Development has prepared several draft laws envisioning the creation of the new regulation in the area of corporate agreements by expanding their role in the company's activities. Amongst other things, the Ministry proposes to reform the mechanism for determining the penalty payable due to violation of the terms of a corporate agreement, to introduce a new institute of a will substitute court decision on the outcome of the vote of the board of directors, as well as to introduce special implements of alienation of shares, including those in favor of third parties.

The Ministry points out that the draft law will contribute to the optimization of companies' activities on the market and reduce the risks of corporate conflicts.

In the published commentary, Alexander Panin noted that the proposed mechanisms promote a more effective use of the corporate agreement in practice. According to Alexander Panin, the law will create guarantees of compliance with the agreement of the parties and will allow them to achieve greater protection.

More details of the publication can be found on the link.

Dear friends, we are happy to share great news with you!

“Kommersant” has presented its annual survey of the best legal practitioners in Russia. PB Legal | Panin, Bayramkulov & Partners was highlighted with four categories:

• Arbitration Litigation: commercial dispute resolution: High-End - Group 2.
• Arbitration Litigation: corporate dispute resolution: High-End - Group 1.
• International Litigation - Group 1
• Sanction compliance - Group 2
• Agriculture: Key Dispute Resolution in the Industry - Group 1
• Financial and banking sector: advising leaders in the financial and banking sector - Group 2

Moreover, “Kommersant” has published an individual rating of the best lawyers, where PB Legal's team was also listed:

Partner of PB Legal Alan Bayramkulov was recognized in the categories: “Commercial Dispute Resolution”, “International Dispute Resolution”.

Managing Partner of PB Legal Alexander Panin was recognized in the categories “International Dispute Resolution”, “Corporate Dispute Resolution”, “Sanction compliance”.

You can read more about the ranking and the list of the best lawyers via this link.

"RBK" published a comment by Managing Partner of PB Legal | Panin, Bayramkulov & Partners Alexander Panin on the draft law proposing to transfer the authority to register personal funds from the Ministry of Justice to the Federal Tax Service. The draft law also proposes to exempt personal funds from regular financial inspections and reports.

Personal funds operate in Russia as an alternative to foreign private funds and trusts, but are not popular due to the complicated procedure of state registration and regular inspections. The draft law of the Ministry of Economic Development and Trade will significantly simplify the process of establishing personal funds, which are a convenient tool for transferring assets from foreign countries to Russia in the context of sanctions pressure on Russian individuals.

Alexander Panin noted that changes in the legislation on personal funds may encourage the business community to prefer this domestic institution to foreign equivalents, the use of which has recently become increasingly risky and difficult due to the growing pressure of anti-Russian sanctions.

You can read more about the publication at the link.

Moscow City Arbitrazh Court enforced the decision of the ICAC at the RF CCI (MKAS) for the benefit of our Client.

Our Client is the largest agricultural enterprise in the Tver region. PB Legal team has successfully helped our Client to recover from an unconscientious counterparty the amount of unearned advance payment under the contract, penalties and costs of arbitral proceedings in the ICAC at the RF CCI. To date, we have successfully completed the case and enforced the ICAC award.

The complexity of the dispute was precisely at the exequatur stage: PB Legal team managed to elaborate a strategy that allowed us to fully satisfy our Сlient's claims. The Moscow City Arbitrazh Court ordered to issue a writ of execution and recovered from the opponents the full amount of the penalty without reducing it.

Alan Bayramkulov, Konstantin Galin, Igor Startsev and Yulia Isakova worked on the project.