Corporate Conflicts

Unfair acts in relation to each other are also committed by business partners who were earlier best friends; the management and shareholders mislead investors, withdraw assets; contracting parties fail to meet the arrangements, fail to fulfil obligations, not to mention marital conflicts.

A conflict can happen at any time even if one party is as dutiful as possible; no one can be safe from that.

Our solutions:

Day by day, legislation and judicial practice expand opportunities for the restoration of violated rights through judicial protection. Since 2017, the term ‘intellectual forgery’ is used in the Rulings of the Supreme Court of the Russian Federation; this enables to successfully challenge even the complex sham transactions that are knowingly executed by the specialists to the detriment of independent creditors /partners in favour of an unscrupulous person.

We monitor current judicial practices and actively use all the tools to restore the violated rights, bring to justice and to ensure real compensation in favour of our clients.

Our services in this area:

• Return/actual compensation to investors in relation to the property and assets illegally withdrawn from companies/joint projects executed in various legal forms;

• Recovery of outstanding receivables, complex legal proceedings, support for enforcement proceedings (including support for challenging of the transactions made for the withdrawal of property by debtors at the stage of enforcement proceedings);

• Protection of rights in corporate conflicts (disputes between shareholders, non-compliance with partnership agreements) including protection of interests of the company and shareholders against illegal acts of the governing bodies: successful challenge of actions/omissions of the governing bodies of legal entities, challenging of major transactions and related-party transactions; enforcement of implications of an invalidated transaction, derivative suits (claims for damages caused by the actions of the governing bodies of a legal entity); property disputes; and vindication of real estate;

• Representation of interests in courts in divorce cases and in property division cases (amount of the dispute: from one million dollars), challenging of transactions on the withdrawal of property by one of the spouses, asset tracing (including, in foreign jurisdictions), actual recovery of assets for separation; protection against unfair division of property;

• Coordination of legal proceedings in foreign jurisdictions, legal support for the Russian part, interaction with independent consultants on the law of foreign jurisdictions;

More details for professionals:

• Challenging the liquidations of legal entities, including reviews (through the courts) of completion of bankruptcy proceedings, pursuing secondary liability on beneficiaries and recovery of damages from the beneficiaries expelled from legal entities (amounts to be recovered: from 1 million US dollars, general period of limitation: within three years from the date of record of liquidation of the legal entity);

• Protection of interests of shareholders/members of companies in the internal corporate conflict: representation of interests general members’ meetings; requesting access to documents and information, successful practice on expelling the members from limited liability companies; defamation claims, protection of business reputation;

• Administration of distressed assets (the assets in relation to which there are many litigations and claimants), legal clearance of assets, support for and formalisation of the sale of assets to the end investor;

• Interaction with the foreign consultants that have partnership relations with Smart & Loyal (law firms, lawyers in private practice), coordination and representation in legal proceedings in foreign jurisdictions, international legal institutions, arbitration courts;

• Protection of interests of in disputes with incorporation agents of offshore companies, challenging illegal acts / omissions of the incorporation agents and managers of the offshore companies, nominee directors and shareholders;

Protection of intellectual property and business reputation:

• Registration of rights to intellectual property items, protection against challenging by third parties, support in intellectual property disputes (including multi-national disputes);

• Registration of trademarks, patents, licence agreements in the territory of the Russian Federation and abroad;

• Representation of interests on the claims for protection of business reputation (defamation claims), cooperation with the mass media for removal of illegal materials.

In the area of marital relations:

• Marriage contracts, advice on family law issues;

• Property division agreements (subject to current judicial practice, with minimal risks, challenging of agreements in court);

• Preparation of pre-trial documents between spouses on property rights and parental rights and duties.

Cooperation with large foreign law firms:

In practice, cooperation with international law firms holds quite a number of hidden issues, for instance, increased estimates, failure to unveil all information on possible costs, failure to provide the client with essential information about the procedure and progress of proceedings, risks and possible scenarios of development of events not immediately right in the beginning but only after the client has already spent money and made some irreversible actions.

And it is not an easy job to hold an international company accountable; all standard legal contracts are governed by English law in foreign jurisdictions, which, in case of disagreements, automatically entails separate, expensive proceedings.

If it is still necessary to cooperate exactly with a large international law firm, the more rational way, in our opinion, is to initially cooperate with such company through a lawyer experienced in such cooperation.