“Si vis pacem, para bellum” - If you wish for peace, prepare for war

Corporate conflicts

One of the areas of «OURS» ALF's activity is representation of business entities at third parties, protection of emitter's property interests and enterprise's managing bodies. It's not a secret, that corporate «wars» and «conflicts», which many specialists call «corporate extortion» (greenmail) is an everyday occurrence in Russia. And, unfortunately, today these problems become more and more urgent for lots of enterprises of different economic sectors. Professionals working at our company have great practical experience in solving problems with corporate wars and conflicts. They are good at struggle against greenmail at the preventive stage as well as when total control over client's assets and cash flows is taken over already.

Shareholders' rights protection

It’s for a long time that «OURS» Arbitration Law Firm of Lawyers displays its high qualification to settle issues of corporate disagreements due to economical performance of joint-stock companies as well as the interaction of the latter with their shareholders.

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More particularly, Firm provides the following services:

Legal advice to shareholders of limited liability companies or other interested parties and preparation of written reasoned legal opinions on the following issues:

  1. 1. Enforcement of shareholders’ property and non-property rights provided by the current legislation of the Russian Federation that regulates the relationship between members or between member and joint-stock company;
  2. Representation and defence of shareholders' rights in cases including:
    • consolidation and splitting of shares in a joint-stock company;
    • increase or decrease of the authorized capital;
    • amendments and additions to company's Charter, the adoption of the Charter in new edition;
    • in other cases of violation of the rights of a members or other parties concerned;
  3. Preparation, convocation and organization of the General Ordinary and Extraordinary shareholders' meetings, including those by the initiative of the shareholders;
  4. Protection of the interests of the joint-stock companies and management bodies of issuers from the abuse of their rights by shareholders of the Company;
  5. Protection of stock-company's interests, its management bodies, property and other emitter's assets from takeover attempts;
  6. Legal defense in cases of absorption of legal entities of different organizational and legal forms and industry by the third parties;
  7. Preparation, convocation and holding of regular, unscheduled (extraordinary) and repeated General Meeting of shareholders;
  8. The development or restoration of joint-stock company's internal documents including minutes of general shareholders meetings, Board resolutions, records and reports of a counting commission, etc.;
  9. The cases of purchase of emitter's shares by the joint-stock company or a third party;
  10. Proper execution of major deals and deals that are of interest of a shareholder, company's single executive body (either managing organization or director), a member of collegiate executive body, a Board of Directors member;
  11. Processing of large transaction, the decision about which was accepted by management bodies of the company with substantial violation of the legal norms of the current legislation of the Russian Federation;
  12. Legal support works on restoration of the list of emitter's shareholders in accordance with legal procedure and arrangement of works on keeping the register of joint-stock company's shareholders;
  13. Adoption of amendments and additions to joint-stock company’s constituent instruments, adoption of the Charter in new edition;
  14. Developing and checking documents, bringing the constituent and other internal documents of the Company in compliance with the requirements of the norms of the current legislation of the Russian Federation and the interests of the Issuer;
  15. Reorganization and liquidation of the company including cases that imply possible fulfillment of the company's debt obligations or special decisions on the assets.

Firm performs the following acts on behalf of a shareholder or a third person:

  1. . Representation of members' interests at General Meetings or for other joint-stock company's managing bodies on the issues including:
    1. Enforcement of shareholder's right to demand redemption of stocks at price determined in accordance with existing legal regulations of the Russian Federal legislature;
    2. Reclamation of joint-stock company's constituent documents, account records or other documents concerning economical activity and financial status of the company;
  2. Analysis of financial and economical activity of the joint-stock company and its executive bodies for violation of shareholders' rights or that of existing legal regulations of the Russian Federal legislature;
  3. Arranging the evaluation of the joint stock company’s shares, that don’t have a stock quote, and other assets of the Issuer with the assistance of independent appraisers.
  4. Representation of joint-stock company's interests at any state or private institutions and services, enterprises or organizations of any kind and economic sphere, including: preparation, arrangement and participation in negotiations on behalf of the joint-stock company about purchase and sale of big shareholdings of subsidiary companies/third parties or other personal property and real estate as well as proper execution and registration of named purchase and sale bargains according to the current legislature of the Russian Federation.
  5. Appealing in Court on:
    • Resolutions of General Meetings of Shareholders, Board of Directors or joint-stock company's executive bodies;
    • Major deals damaging company's and shareholders' interests concluded on joint-stock company's behalf by its executive bodies;
    • Non-arm's length deals implying personal interest of a person acting as Single Executive Body either managing organization or Chief Executive Officer, or a Board of Directors (supervisory board) member, or a member of joint-stock company's Collegial Executive Body or a shareholder;
    • Purchase or sale of company's shares that would violate shareholders’ right of priority in purchasing Issuer's shares, purchases of shares executed with breach of current legislation of the Russian Federation.
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