Publications
The article “Providing in corporate disputes: how they are abused by shareholders” published by Pravo.ru raises an important topic: the use of interim measures in corporate conflicts.
The conflict of "Angioline" JSC is taken as an example.
The article “Providing in corporate disputes: how they are abused by shareholders” published by Pravo.ru raises an important topic: the use of interim measures in corporate conflicts.
The conflict of "Angioline" JSC is taken as an example. The author of the article concludes that whatever measures the minority shareholders ask for, the courts satisfy these applications.
Alan Bayramkulov, a partner of “PB Legal | Panin, Bayramkulov and Partners” thinks that we shouldn’t agree with this. The institution of interim measures in Russian law doesn’t work well and the standard of proof in practice is so high, and this needs to be addressed.
Read more here
#PROJECTSAlexander Panin, the managing partner of PB Legal | Panin, Bayramkulov & Partners, commented for Interfax on the lost securityholders’ bill.
The Ministry of Economic Development of the Russian Federation presented a modified version of the bill regulating the situation when a joint-stock company is unable to contact a shareholder for a long time.
Alexander Panin, the managing partner of PB Legal | Panin, Bayramkulov & Partners, commented for Interfax on the lost securityholders’ bill.
The Ministry of Economic Development of the Russian Federation presented a modified version of the bill regulating the situation when a joint-stock company is unable to contact a shareholder for a long time. The novels allow the company to suspend notification of such shareholders about the general meetings and payment of dividends to them. After a certain period of time, the company should be allowed to redeem the shares.
Alexander Panin shared with Interfax readers his opinion on the objectives of the bill, the balance of interests, and guarantees of shareholders’ rights.
Read more here.
#ALERTSAt the end of June 2021, The High Court of Justice in London denied the claim of the VTB subsidiary against the Russian defendants. To support the rejection, the Court referred to the doctrine of forum non conviniens. We provide a brief review of the High Court’s conclusions.
At the end of June 2021, The High Court of Justice in London denied the claim of the VTB subsidiary against the Russian defendants. To support the rejection, the Court referred to the doctrine of forum non conviniens. We provide a brief review of the High Court’s conclusions.
#ALERTSProjects
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.