“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.

Members' Rights Protection

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

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More particularly, Firm provides the following services:

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

  1. Enforcement of members' property and non-property rights provided by the current legislation of the Russian Federation that regulates the relationship between members or between member and limited liability company, representation and defence of members' rights in cases including:
    • increase or decrease of the authorized capital, amendments and additions to LLC'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;
  2. Preparation, convocation and organization of the General Ordinary and Extraordinary members' meetings, including those by the initiative of the members having in joint possession not less than 10% of authorized share capital of the limited liability company;
  3. Protection of the interests of the limited liability companies and management bodies of issuers from the abuse of their rights by shareholders of the Company;
  4. Protection of LLC's interests, its management bodies, property and other company's assets from attempts to their absorption by third parties;
  5. Legal defense in cases of absorption of legal entities of different organizational and legal forms and industry by the third parties;
  6. Preparation, convocation and holding of regular, unscheduled (extraordinary) and repeated General Meeting of shareholders;
  7. The development or restoration of LLC's internal documents including minutes of general members meetings, Board resolutions, records and reports of a counting commission, etc.;
  8. The cases of purchase of LLC's authorized capital shares by the company or a third party;
  9. Proper execution of major deals and deals that are of interest of LLC's member, company's single executive body (either managing organization or director), a member of collegiate executive body, a Board of Directors member;
  10. 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;
  11. Adoption of amendments and additions to Limited Liability Company’s constituent instruments, adoption of a new edition of constituent instruments;
  12. 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;
  13. 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 limited liability company's managing bodies on the issues including:
    • Participation in managing LLC's operation in order established by current legislation of the Russian Federation;
    • Reclamation of limited liability company's constituent documents, account records or other documents concerning economical activity and financial status of the LLC, obtaining information about executive bodies' activity, examination and analysis of its account books and other documents in accordance with the established procedure;
    • Participation in distribution of income among the members;
    • Sale or another way of transfer of LLC's authorized capital shares to the member or a third person;
    • Withdrawal of a member from the limited liability company, assessment of his share and its payable value;
    • In case of liquidation of the LLC, receipt of a part of LLC's property (or its cost) remaining after settlement with creditors;
    • Execution of other rights of LLC's members stated by legal norms of current legislation of the Russian Federation.
  2. Analysis of financial and economical activity of the limited liability company and its executive bodies for violation of members' rights or that of existing legal regulations of the Russian Federal legislature;
  3. Arranging the evaluation of the members’ shares and other assets of the company with the assistance of independent appraisers.
  4. Representation of limited liability 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 limited liability 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 Members, Board of Directors or LLC's executive bodies;
    • Major deals damaging company's and members' interests concluded on LLC’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 limited liability company's Collegial Executive Body or a member of the LLC;
    • Purchase or sale of company's shares that would violate members' right of priority in purchasing LLC's shares, purchases of shares executed with breach of current legislation of the Russian Federation.
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