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”.
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.
#WINSAlexander Panin, a Managing partner of PB Legal | Panin, Bayramkulov & Partners, commented for Kommersant on the bill on the so-called quasi-treasury shares.
Alexander Panin, a Managing partner of PB Legal | Panin, Bayramkulov & Partners, commented for Kommersant on the bill on the so-called quasi-treasury shares.
The Ministry of Economic Development proposed to limit the possibility for affiliated companies to own and vote with the so-called quasi-treasury shares, i.e. shares of their parent company. The bill is aimed at improvement of corporate management and blocking abuses connected with such ownership structure.
Alexander Panin gave his assessment of the new regulation and pointed out the nuances which should be taken into account to protect the rights of all interested parties.
Link to publication
#OPINIONThe 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.
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.
#WINSProjects
Strategy of acquiring a distressed asset and structuring the transaction in order to mitigate risks.
Our client is a major mining company engaged in comprehensive field development and investment in them. The goal of the client was to acquire a stake in a company holding a license to develop a large field in the Republic of Bashkortostan.
Our client is a major mining company engaged in comprehensive field development and investment in them. The goal of the client was to acquire a stake in a company holding a license to develop a large field in the Republic of Bashkortostan.
The transaction to acquire the stake was complicated by the fact that the sole participant of the company was involved in court proceedings and corporate conflicts, including with the Deposit Insurance Agency. Also, a significant part of the property, which is necessary for the normal conduct of the company, belonged to its parent company. Therefore, there was a problem of structuring the transaction in a way to acquire both the company and the property necessary for its operation with the least risk.
The PB Legal | Panin, Bayramkulov & Partners team prepared for the client the strategy to mitigate any bankruptcy and corporate risks of the transaction. Based on vast experience in dealing with distressed assets, PB Legal | Panin, Bayramkulov & Partners lawyers developed a structure for the safest possible acquisition of a share in the company and the property necessary for its activities. The implementation of the said structure allowed the only participant of the company to repay its debts as well as resolve existing corporate conflicts. The solution proposed by PB Legal | Panin, Bayramkulov & Partners minimised significant risks associated with the project and secured the client's investment.
Developing a debt collection strategy for a state-owned company for an option to sell a stake in a Russian mining company.
Our client is a Russian state-owned company that invested capital in a mining company. The client entered into an option agreement with the company's second shareholder, under which he had the right to sell him his stake at a premium. Payment of the purchase price was guaranteed by the mining company itself.
Our client is a Russian state-owned company that invested capital in a mining company. The client entered into an option agreement with the company's second shareholder, under which he had the right to sell him his stake at a premium. Payment of the purchase price was guaranteed by the mining company itself.
Foreseeing the buyer's breach of obligations to pay for the stake, the client asked us to develop a debt collection strategy. Debt collection was complicated by the fact that the buyer was an offshore company. Along with the client there was an international bank claiming the assets of the buyer and the company, while filing claims against the company as guarantor could have provoked its bankruptcy.
We carefully studied all significant aspects of the client’s case: the option terms, the company's corporate and financial documents to model possible scenarios. Under each of the scenarios, we offered the client tools to fully satisfy its claims or minimise losses in the event of an unfavorable development of events.
Drafting the concept of the new bill for one of the major Russian banks that reforms the legislation on indemnification. Drafting the amendment bill to the article 406.1 of the Russian Civil Code and the explanatory note to it.
Our client is one of the largest Russian banks. The bank often has to structure corporate legal relations under Russian law. The significant problem of the Russian legislature is overly restrictive nature of indemnification (Article 406.1 of the Russian Civil Code).
Our client is one of the largest Russian banks. The bank often has to structure corporate legal relations under Russian law. The significant problem of the Russian legislature is overly restrictive nature of indemnification (Article 406.1 of the Russian Civil Code). Most of the stipulated limitations are unreasonable and make effective allocation of risks difficult for business.
We have prepared a full overview of the leading legal systems’ approaches to regulation of the indemnification and its’ equivalents for our client. Based on the best legislative practices we developed the concept of the amendment bill to the current legislation on indemnification as well as the bill itself and the explanatory note to it. The extensive experience in legislative work of PB Legal | Panin, Bayramkulov & Partners made it possible to draft these documents which should form the basis of the civil law reform in terms of indemnification.