Corporate conflicts

An appeal in the interests of a creditor (a significant construction company) against a judgment on a claim by an affiliated person against a bankrupt.

Our client is a major construction company that is a creditor in the bankruptcy case of a manufacturing company. In bankruptcy proceedings, the debtor's subsidiary filed claims for more than RUB 700 million.
An action for invalidity of transactions was brought by a minority shareholder of a subsidiary company on its behalf.

Our client is a major construction company that is a creditor in the bankruptcy case of a manufacturing company. In bankruptcy proceedings, the debtor's subsidiary filed claims for more than RUB 700 million.

An action for invalidity of transactions was brought by a minority shareholder of a subsidiary company on its behalf. The plaintiff claimed that the chain of commerce was a cover for another trade that had been made without the necessary corporate approval and was aimed at withdrawal of the company's assets. In court, the debtor agreed with the plaintiff's position, as a result of which the transactions were declared invalid.

The client, as a creditor of the debtor, appealed a judgment declaring the transactions invalid. As part of the case, we analyzed the corporate and commercial relationships between the debtor, its subsidiary, the plaintiff, and other members of their class. As a result of a detailed analysis, we developed a legal opinion that disclosed the nature of the transactions between the class members. The pattern we identified led us to conclude that the funds transferred under the contested transactions remained under the control of the debtor's subsidiary and that the transactions caused it no harm. We also revealed that the contested transactions were aimed at including a creditor "friendly" to the debtor in the bankruptcy case. In addition, we substantiated in detail that the plaintiff had missed the statute of limitations.

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.

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.

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.

Protection of the interests of an investment company and the heirs of a deceased co-owner of a large business in a corporate conflict related to the unwillingness of former partners to pay the cost of a share in the business estimated 1 billion rubles.

The PB Legal team was a representative in a conflict within one of the Russian largest film industry companies.
Heirs of a deceased co-owner of a large business could not obtain payment of the actual value of their shares.

The PB Legal | Panin, Bayramkulov & Partners team was a representative in a conflict within one of the Russian largest film industry companies.

Heirs of a deceased co-owner of a large business could not obtain payment of the actual value of their shares.

As a result of our work, the client managed to exercise the rights of the heirs' claims to businessmen successfully and on favorable terms.

PB Legal | Panin, Bayramkulov & Partners lawyers initiated legal disputes including disputes on the recovery of the actual value of shares in companies, as well as contesting of transactions outside of the bankruptcy case. The proceedings helped prevent withdrawal of assets from the business. Thus, our team prevented the inability of clients to receive funds; we also conducted a number of negotiations between the conflicting parties, as a result of which we managed to achieve repayment of the debt to the heirs on favorable terms.

Representing a client in a long-running corporate conflict within a group of companies of a major Russian developer

The founders of the company, a brother and sister, took a number of actions to diversify the holding structure, however, the defendant through a series of unfair actions deprived her brother of the company's shares, valued at approximately 15 billion rubles. The situation was complicated by a lot of contradictory documents.

The founders of the company, a brother and sister, took a number of actions to diversify the holding structure, however, the defendant through a series of unfair actions deprived her brother of the company's shares, valued at approximately 15 billion rubles. The situation was complicated by a lot of contradictory documents. Moreover, considerable time has passed since the tort was committed, as a result our client was actually deprived of the opportunity to effectively defend his violated rights due to the criminal prosecution initiated against him. In addition, before our entry into the project, there were several decisions of Russian courts within this conflict, where the courts sided with the defendant.

We have developed a legal strategy in the framework of a multi-jurisdictional dispute and participated in key legal proceedings in the Austrian and Russian courts. During the project work, we also worked with witnesses, collected evidence, and coordinated the actions of English, Cypriot, and Austrian consultants.

Representing one of the main suppliers of the world’s leading manufacturers of civil aviation equipment engines in a multi-year dispute over the risks of incurring losses distribution in the case of a write-off of shares without the knowledge of the shareholder

Our team joined the project at the stage of cassation appeal in the Arbitration Court of the Volgo-Vyatskiy District, when the client had already lost the first two instances, and about 700 million rubles had been recovered from the company. We managed to turn the course of the process in favor of the clientin the cassation court.

Our team joined the project at the stage of cassation appeal in the Arbitration Court of the Volgo-Vyatskiy District, when the client had already lost the first two instances, and about 700 million rubles had been recovered from the company. We managed to turn the course of the process in favor of the clientin the cassation court. Our legal position was based on the current interpretation of the rules on the liability of the emitter and the registrar in terms of their unlawful and guilty actions. This allowed to release the emitter and the registrar from liability for lawful actions considering the circumstances of the case. The сassation court overturned the decisions of the lower courts and ruled in favor of our client.

According to the Kommersant newspaper this case was included in the top 10 most significant disputes of the year. It also has high importance for resolving similar disputes, since the court formulated clear criteria for distributing risks between shareholders and the emitter in case when shares are written off in the absence of the shareholder's will.