Publications

PB Legal | Panin, Bayramkulov & Partners team achieved in court the exclusion of majority shareholders from the private joint-stock company

On November 18, 2021, the arbitration court issued a ruling in case N. A45-14985/2020, which excluded the majority shareholders who owned 75% of the shares from private JSC “Angioline”. The basis for the exclusion claim was the selling of the only liquid asset (100% shares in a subsidiary) from private JSC “Angioline”, which was deemed to have caused damage to the company.

The corporate conflict began four years ago. Our task was to protect the interests of the private JSC “Angioline”, to resolve the long-standing corporate conflict, and to represent the interests of minority shareholder Natalia Lebedeva, who invested in the development of the company and achieved its entry in the industry leaders, after which the majority shareholders sale significant assets from the company.

The result of the dispute is fundamentally important for Russian law practice, as it sets a precedent for the real exclusion of majority shareholders from a private joint-stock company, as well as forms the practice of protecting the rights of minority shareholders.

At the moment we are waiting the publication of the full decision on the case. Alan Bayramkulov, Nadezhda Simakova, and Ilya Kozhinov worked on the project.

The PB Legal | Panin, Bayramkulov & Partners project was included in a selection of the most important economic disputes for Russian business.

"Kommersant" published a list of economic disputes and practices of law firms that are most important in 2021. A dispute worth 19.3 billion rubles involving JSC «Corporation of Development », a client of PB Legal, was included.

PB Legal team successfully defended the client's interests in a major isolated dispute on bringing to subsidiary liability. The litigation took place in the bankruptcy case of a company established for the purpose of implementing an investment project in Yamal.

At the end of 2019, a major creditor initiated a dispute to bring the debtor's participants and executives to subsidiary liability in the amount of about 20 billion rubles. Our task was to defend the client's interests and prove that it was not the debtor's controlling subject and that the plaintiff missed the limitation period for bringing the client to subsidiary liability. In addition, the PB Legal team was able to prove that the plaintiff had not provided sufficient grounds to hold the client liable for failure to file for debtor bankruptcy and for failure to pay creditors' claims in full.

The courts of the First and Appellate instances sided with PB Legal's client. The Court of Cassation left the plaintiff's complaint without consideration.

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PB Legal Team | Panin, Bayramkulov & Partners took part in the Arbitrazh Court of the Yamalo-Nenets Autonomous Okrug proceedings in which the former director of the bankrupt developer was brought to vicarious liability. The court satisfied the application of our client - a participant in shared construction.

The bankrupt company inappropriately spent financing received under equity participation agreements in construction. As a result, the developer was unable to fulfill its obligations to creditors and was declared bankrupt.

Shortly before the initiation of the bankruptcy case, the director of the company resigned without transferring the documents and property of the developer to the new manager. Due to the lack of documents, the liquidator was deprived of the opportunity to identify the debtor's property in sufficient volume to pay off the claims of all creditors.

During the consideration of the case, the former director tried to create the appearance of transferring the documents to the liquidator by transferring an insignificant amount of documentation.

Lawyers of PB Legal | Panin, Bayramkulov & Partners managed to prove that the actions of the former manager were unfair, and the transferred documents were not sufficient to release him from liability.

On May 31, 2021, the Arbitration Court of the Yamalo-Nenets Autonomous Okrug agreed with the arguments of our lawyers and brought the defendant to subsidiary liability.

Lawyers of PB Legal | Panin, Bayramkulov & Partners have secured an amicable settlement in the Arbitrazh Court of the Moscow Region in the replevin case.

A large Kazakh mining company handed over equipment to an independent contractor. The latter handed it over to a subcontractor which constituted a breach of contract. Then an independent contractor stopped communicating and the subcontractor withheld the equipment to secure the payment obligations.

Despite the difficulties due to the cross-border nature of the case, PB Legal | Panin, Bayramkulov & Partners specialists managed to work out favorable conditions for both parties regarding the procedure for the transfer of equipment. Thus, PB Legal | Panin, Bayramkulov & Partners lawyers made it possible to settle the dispute amicably and eliminate the risks associated with litigation for the client.

Specialists that took part in the project: Alan Bayramkulov, Sergey Kim, Nadezhda Simakova.

PB Legal | Panin, Bayramkulov & Partners team successfully represented the Client in a dispute over challenging transactions in a bankruptcy case.

We managed to defend the Client's interests in the Arbitrazh Court of the Tyumen Region and prevented the invalidation of the transactions. The Debtor's administrator unreasonably challenged the debt recovery transactions in favour of the Client's subsidiary for 1.7 billion rubles.

Our team developed a strategy to defend the Client. The Court supported PB Legal | Panin, Bayramkulov & Partners's position stated in an answer due to the following:

• There were no creditors who might have been harmed by the repayment of the loans;
• Financing of the debtor’s loans by a new shareholder improved the Client's financial status.

Thus, there were no grounds to challenge the transactions under the Russian Federal Law on Bankruptcy.

Alan Bairamkulov, Nikolay Stroev, Elena Tsypanova and Nadezhda Simakova worked on the project.

According to the research of the Kommersant newspaper, PB Legal | Panin, Bayramkulov & Partners is amongst the leaders of legal consultants. This year our team strengthened our positions in the following areas:

• Legal Entities' Bankruptcy
• International Commercial Arbitration

In the individual ranking, Alan Bayramkulov was recommended in the area of cross-border litigation, and Nikolay Stroev was recommended in the area of international commercial arbitration.

More information can be found on the Kommersant website.

"Pravo-300" published a list of recommended lawyers in 29 areas of law. This year Alexander Panin and Alan Bayramkulov, partners of PB Legal | Panin, Bayramkulov & Partners, were recommended in the "Bankruptcy" category. The full list is available here.

Friends and colleagues, we have great news! PB Legal | Panin, Bayramkulov & Partners was included in the list of leaders in the federal Pravo-300 ranking. Our team was listed in two highly competitive categories at once: bankruptcy (Group II) and international arbitration (Group III).

The rating methodology is based on an assessment of the firm's project experience, as well as client feedback on the quality of services and the level of service.

We are grateful to Pravo.ru for recognising our work. Most importantly, our sincere gratitude goes to every member of the PB Legal | Panin, Bayramkulov & Partners team. It is you who create this result every day!

PB Legal | Panin, Bayramkulov & Partners team successfully defended the client's interests in a major vicarious liability dispute. The case was part of a bankruptcy case of a company set up for the purpose of implementing an investment project in Yamal. PB Legal | Panin, Bayramkulov & Partners's client owns 25% of the debtor's share capital.

At the end of 2019, the largest creditor initiated a dispute to bring the debtor's participants and executives to vicarious liability in the amount of 20 billion roubles. Our task was to defend the client's interests and prove that it was not a controlling person of the debtor and that the plaintiff had missed the limitation period for bringing the client to subsidiary liability. Furthermore, the PB Legal | Panin, Bayramkulov & Partners team proved that the plaintiff had not provided sufficient grounds for holding the client liable for failure to file a bankruptcy petition against the debtor and for failure to pay creditors' claims in full.

On 26 November 2020, the Arbitrazh Court of the Yamalo-Nenets Autonomous District dismissed the claim against our client.

Alan Bayramkulov, Nikolay Stroyev and Nadezhda Simakova worked on the project