Cases won in arbitration courts
Former GD of a Russian LLC signed a number of contracts on obviously unfavorable terms for the latter. Among them – purchasing of vehicles, intermediation and loan contracts, which were concluded with his own firm and thus revealed his bad faith. It became the ground for his dismission and filing some cases.
- The purchasing of vehicles was invalidated, total reclaimed value is above 9 million Rubles.
- The documentation and material values were reclaimed by the client.
- The former GD lost the case on unpaid salary in amount of 3 million Rubles.
- The former GD lost the case on unpaid compensation in amount of 12 million Rubles.
- And others.
The client (a Russian investment company) addressed for collection services.
- The claim was supported by court, enforcement procedures were initiated.
- Bankruptcy petition was filed, the claim of affiliated companies were subordinated “behind the register” (which performed a precedent in the region, 2017)
- Property inventory and analysis of the debtor’s transactions were conducted, and the only asset was traced – a claim to the company which was seized in enforcement proceedings.
- Damages were collected from the budget institution (debtor) for illegal transfer of funds to an improper creditor and the client received partial repayment of their claims.
The client (a Russian company) acquired the rights of claim against a bankrupt company that had land plots in The Leningrad region and a building in St. Petersburg with an estimated cost of about 1 billion rubles.
- Despite the low percentage in the register of creditors, it was possible to cancel the sale of the building at auction on unfavorable terms, to challenge several actions of the arbitration (insolvency) manager of acknowledgement the friendly debts of majority creditor, to challenge multimillion-dollar debts;
- Roadmaps were prepared and several actions were carried out to implement a single indivisible asset through compensation and replacement of assets;
- The former CEO and owner of the company were brought to subsidiary liability.
Representation of the interests of a leader of IT-industry in case of bankruptcy of an enterprise and related cases.
- The claims of the company in the register of creditors have been increased from 5% (15 million rubles) to 33 % (165 million rubles), which allowed to conduct successful negotiations with other creditors in bankruptcy, and increased the share of influence of the client in the case of bankruptcy, secured the majority of votes in the creditors’ meeting;
- The total amount collected in the framework of the project is more than 328 million rubles, including 63 672 271,53 rubles of unjust enrichment, recovery in Arbitration court of Moscow 87 496 218,63 rubles of debt, 2 416 248,45 rubles penalty, 899 424,67 rubles of expenses on payment of arbitration fee and the issuance of a writ of execution for enforcement of the arbitral award;
- A shareholder and former CEO of the debtor were the defendants according to the client’s application for subsidiary liability in the amount of more than 200 million rubles;
- The debtor’s shareholder (sentenced to 5 years of imprisonment) and the debtor’s General Director (sentenced to 3 years of imprisonment) were also brought to criminal responsibility.
Procedure of debt restructuring of a large bank holding company with its head office incorporated in Cyprus, with indebtedness of about 1 billion US dollars. Cyprus legislation, following the example of the British, allows to forcibly convert company’s debts to all creditors into shares by resolution of the majority of creditors (50% + 1 vote) should it be proved that this kind of conversion is more profitable for creditors than the company’s bankruptcy. The project lasted for 2 years and involved both two recognized Cypriot law firms and British lawyers.
- A complex legal document was developed (Settlement Agreement. Section 198 -200 of the Cyprus Companies Act). It was approved by meeting of creditors and then submitted to the Cyprus court.
- While working on the project a number of creditors filed about 20 lawsuits in Cyprus, London, the BVI, Switzerland, Latvia aimed at preventing debt restructuring.
Legal review of the contract
The large German company, a leader in food and dietary supplements production, has decided to expand its business in Russia. In this regard, the need to rent additional office space in the center of Moscow has arisen. The difficulty was that the premises were owned by several interconnected landlords. The head company has set the task to organize the contractual part of the entire process.
- Drafts of non-residential lease and sublease agreements have been prepared;
- Legal support on agreements’ registration has been provided;
- Terms and conditions were promptly agreed upon with landlords and signing was organized;
- Contracts for renovation of premises, construction insurance contracts, and a number of other contracts that ensure client’s interests during the entire expansion process have been prepared and signed.
A large international company working in the development and production of electrical wiring for the automotive sector, as part of its activities in Russia and the CIS countries, applied to VALEN with a request to prepare a tax opinion and develop a supply agreement accomplished with a “road map”.
- An analysis of tax legislation has been made.
- An opinion with the calculation of taxes was drawn up.
- A supply agreement between subsidiaries was developed.
- To coordinate the client’s actions a “road map” has been prepared.
A foreign company engaged in development of software for personnel reliability assessment has decided to issue a license to a Russian subsidiary to enable it to conclude contracts in Russia and abroad. The main aim was to protect the rights of a foreign company to software as much as possible. The difficulty was in the specifics of the program and technological solutions.
- Consulting services on the application of Russian legislation in the field of intellectual property have been provided;
- The analysis of court rulings has been carried out considering the client’s situation;
- Drafts of license agreement and additional documents have been prepared;
- Signing of license agreement and the entire set of documents on the transaction was organized.
The owner was planning to conclude a sale of non-residential premises contract with a large construction company. A complex transaction structure with several types of securities and warranties and a multi-stage payment system by letter of credit has been developed. The situation was complicated by a long-term corporate conflict between the participants of the owner company.
- Multi-stage transaction structure has been developed;
- Negotiations with premises’ buyer have been carried out;
- Draft contracts for the sale of non-residential premises, guarantee agreements, pledge agreements, and other documents have been developed as part of these transactions’ implementation;
- Legal support for registration of buyer’s ownership has been provided.
A large American company, a global brand of clothing and accessories, as part of its activities in Russia, applied to VALEN with a request to prepare a legal opinion on the regulation, procedure and specifics of sale of precious metal products.
- An opinion on the specifics of sale of precious metals was prepared.
- The requirements for the premises for the storage of precious metals were outlined.
- To comply with anti-money laundering regulations – the procedure of registration on the “Rosfinmonitoring” website has been clarified.
IT-logistic company requested VALEN to prepare legal advice on the deal to involve large investor and check the corporate agreement between participants.
Consultation and support of corporate deal
- Provided a complex legal consultation, on the conclusion of corporate agreement to involve an investor in IT project.
- Clarified the process of deal and all required steps.
- Prepared comments and amendments to the corporate agreement between the participants and investor, as a result – five sets of option agreements were formed for development.
A Russian advertising agency whose client is a leading Moscow airport and a Hong Kong company specializing in lighting technology and other installations, decided to create an LLC with the aim of joint cooperation and provision of comprehensive services to clients. At the same time, the company from Hong Kong decided to contribute to the authorized capital in the form of intellectual property, namely, a unique technology in the field of lighting.
- Lawyers negotiated with representatives of both parties and agreed on the basic conditions;
- Prepared incorporation documents, including a corporate agreement at the request of the client;
- Accompanied the process of property valuation for the contribution to the authorized capital of the future LLC;
- Communicated with tax authorities and non-budgetary funds;
The executives of a large Russian magazine decided to conduct reorganization in the form of transforming a private JSC into an LLC. In the original structure, the general meeting of shareholders consisted of 20 shareholders. Accordingly, it was necessary to carry out reorganization at a high level and consider the rights of all shareholders.
- Lawyers prepared a roadmap for reorganization, held negotiations with shareholders, agreed on all the conditions for creating a new LLC;
- Prepared the incorporation documents and application forms required for filing with the Federal Tax Service;
- Communicated with the register of shareholders, tax authorities and extra-budgetary funds.
A large foreign company incorporated in Germany and represented on the territory of the Russian Federation by affiliated legal entities whose main scope of activity is the research, production and sales of innovative plants in the field of agricultural production, has reached out to VALEN Group lawyers to provide assistance and full range of services in the matter of legal, from migration legislation standpoint, employment of a foreign citizen accepted as CEO of a Russian legal entity.
The case was sophisticated by the fact that the above foreign citizen acted as the General Director of two Russian companies being part of the German holding company operating in different regions of Russia.
VALEN Group lawyers:
- collected and prepared the entire package of necessary documents for permits obtaining in the migration authorities;
- submitted documents to the relevant structural divisions located in different regions of Russia;
- provided support for the client to the state body when receiving documents.
As a result of the work done, a foreign citizen has successfully obtained documents that allow him to freely carry out work in the Russian Federation on legal grounds.
A foreign company interested in expanding the scope of its commercial activities decided to enter the Russian market, and therefore applied to VALEN Group for assistance in setting up a limited liability company.
In addition to establishing a legal entity on the territory of the Russian Federation, it was necessary to provide the client with assistance in the subsequent employment of a foreign citizen as General Director of the established company in strict accordance with the rules of Russian employment and migration legislation, as well as to afterwards change the sole executive body of the LLC to a management company.
Besides, as soon as the Russian company was incorporated, the client expressed a desire to enter into a transaction for the purchase and sale of shares in the authorized capital of the established LLC, at that the buyers of the shares were 2 foreign citizens. Thus, the number of LLC members increased to 3.
VALEN Group lawyers:
- successfully registered a limited liability company;
- collected and submitted the entire package of documents for obtaining permits necessary for legal employment;
- prepared all the necessary documents for the change of the sole executive body to the management company;
provided full assistance in concluding the purchase and sale of shares.
An international travel platform from Sweden, which was interested in expanding the scope of its commercial activities, has decided to enter the Russian market, and therefore has applied to VALEN Group for assistance in registering a limited liability company.
The case was sophisticated by the fact that the beneficiaries of the company planned to form a limited liability company with two foreign directors acting jointly, three members of the Board of directors, all of whom are foreign citizens.
VALEN Group lawyers:
- have prepared the constituent documents and the forms required for filing with the Federal Tax Service;
- provided support for the client in the state body.
A foreign company, which is a leader among manufacturers of components for commercial refrigeration equipment in the CIS countries, applied to VALEN Group with a request for accreditation of a representative office of this company, incorporated under the legislation of a foreign state, in order to legally carry out business activities on the territory of the Russian Federation.
The complexity of the entire accreditation process was due to the fact that the founders of the foreign company were persons who were not residents of the country of company’s incorporation, as well as due to significant restrictive measures taken in connection with the spread of coronavirus infection which have significantly complicated the entire process.
VALEN Group lawyers:
- prepared a comprehensive set of documents for the accreditation of the representative office in accordance with the requirements of the current legislation;
- submitted a set of necessary documents to the authorized state executive authority;
- received a document confirming the accreditation of the representative office, as well as all the necessary documents from the extra-budgetary funds of the Russian Federation;
- performed actions to open a current account of the representative office in a Russian bank.
Employment and Migration Law
A former employee of a large industrial foreign company, who was dismissed by agreement of the parties, filed a lawsuit with the court to recognize the dismissal order as illegal, to reinstatement at work, to recovery of average earnings for forced downtime, as well as to recovery compensation for moral damage.
It was necessary to prove that the dismissal was lawful, in compliance with all necessary procedures provided for by Russian labor legislation.
The court recognized that the dismissal was lawful, the labor legislation was not violated.
A citizen with dual citizenship of the United States and Canada asked for a service of obtaining a temporary residence permit (TRP) in a simplified manner on the basis of marriage with a Russian citizen. During the procedure, it was necessary to determine the country of residence and prepare documents in accordance with this.
- Lawyers provided full support to a foreign citizen in the process of collecting documents;
- Analyzed the issue of dual citizenship regarding the country, where a citizen needs to obtain a police clearance certificate;
- Filled in all the required forms and applications;
- Accompanied a foreign citizen to the migration authority to submit documents and obtain a ready TRP and visa.
A large German insurance company approached us for the service of obtaining a work permit and work visa for a CEO of its subsidiary in the Russian Federation. At the same time, the place of work of the CEO was considered the company’s office in Moscow, as well as a separate subdivision in the Moscow region.
- Lawyers consulted the employer and the foreign citizen on collection of documents for the work permit and visa;
- Prepared and submitted a set of documents on the conclusion of employment contract with a German citizen both in Moscow and in the Moscow region;
- Agreed the CEO with the relevant Russian ministry in order to submit documents for a work visa to migration authority during a pandemic;
- Submitted documents for the work permit and visa to the migration authorities, and also accompanied the foreign citizen to obtain ready-made permits.
A large Russian consulting company has asked VALEN Group to prepare legal opinion on employment law on the possibility of establishing a hybrid mode of employees’ work from home and from the office as well as to prepare a local not legally binding act taking into account specific provisions. For instance, the client wanted to fix the obligation of employees to be in touch during the working day, if they work remotely, to provide for the possibility of establishing such a regime based on the request of the employee.
The case was sophisticated by the fact that legal possibility of establishing a hybrid mode of operation appeared only in 2021, and therefore there was no relevant practice at the time of drawing up the legal opinion.
- legal opinion on the hybrid mode has been prepared;
- a description of possible ways to establish hybrid mode in the company has been provided;
- local not legally binding act that establishes a hybrid mode for employees has been prepared.
An international consulting company in the field of corporate taxation has reached out to VALEN Group to prepare legal opinion on the need to register a representative office of a foreign legal entity in Russia, as well as on the correctness of employees’ enrollment in accordance with employment legislation.
A legal opinion on the issues raised has been successfully prepared, which allowed the client to avoid possible administrative liability for violation of labor legislation.
VALEN Group was contacted by a foreign citizen who was interested in conducting business in the Russian Federation by creating a company specializing in providing consulting services in the field of information technology. In addition, the foreign citizen was interested in comprehensive support in the issue of migration legislation and legal employment in the company being created.
VALEN Group lawyers:
- prepared and submitted a set of all necessary documents for the registration of a company with a foreign founder;
- prepared and sent to the state authority the documents necessary for entry into the territory of the Russian Federation as part of the restrictive measures taken within the framework of the spread of coronavirus infection;
- provided full assistance in the issue of obtaining documents necessary for the legal implementation of business and labor activities.
A leading Russian audit and consulting company has applied to VALEN Group to provide a range of services in the field of migration and labor legislation regulating the employment of foreign citizens in the Russian Federation.
Besides, the company was interested in obtaining comprehensive legal advice on issues related to the need of carrying out certain legally binding actions within the framework of foreign citizens’ employment.
VALEN Group lawyers:
- prepared a legal opinion, where they answered in detail each question of interest to the client, confirming the opinion expressed with references to regulatory legal acts of the Russian Federation and judicial practice;
- prepared the entire package of documents for permits obtaining and accompanied the client to the relevant state authority for their personal receipt.
One of the largest food producers applied to VALEN Group for drawing up a supply contract. The supply contract importance is to allow the client company to minimise the future cost of its distribution services.
VALEN Group lawyers had two tasks while preparing a contract: to meet the counterparty requirements to the full extent and not to infringe on the client company rights.
VALEN experts has developed and built a large-scale supply contract project, given all the pitfalls and requirements of the Russian Federation law. Hence it can be certainly used in supplier-retailer relationships ensuring the rights of its members.
As a result, the customer received a professional civil contract, which may be used with counterparties while implementing the economic activities.
A financial company from Singapore has turned to VALEN Group to prepare legal opinion on the civil, currency, tax and financial law of Russia in order to enter the Russian market of factoring services. For instance, the client was interested to know whether it is necessary to set up a legal entity on the territory of the Russian Federation, to pay income tax, to report to Rosfinmonitoring for the implementation of specific financial transactions.
- the analysis of the state regulation of factoring and related financial services in the territory of the Russian Federation has been carried out;
- legal opinion on the issues of Russian law has been prepared.
Intellectual Property Law
The large Russian pharmaceutical company filed a lawsuit on early termination of the legal protection of a trademark due to its not being used. The reason of the dispute became the fact that companies produced biologically active food additives with the similar three-dimentional trademarks.
As a result, the Russian company proved the grounds for termination of legal protection of the trademark and continued producing products.
The paint manufacturer filed a lawsuit in the Court of Intellectual Property Rights for the protection of exclusive rights to use a trademark because the competitor used a similar trademark and mislead consumers.
As a result, the claimant successfully defended his exclusive rights and challenged a right of the competitor to use the similar trademark.
The dispute related to a return of the rights to the magazine. The magazine in the field of law and management (edition of the Supreme Attestation Commission) was transferred under a license agreement for a predetermined period. After the expiration of this period, the dispute was arisen related to the rights and the transfer of the magazine’s materials including the lists and monies of subscribers necessary for a publication. The licensor (client) went to the court.
Because of the correct legal qualification of the magazine as a database, the court recognized the contract as a licence agreement, applied the provisions of the law and the contract and obliged the licensee to return all the necessary materials and money to the client.
A U.S. client, a major mining equipment manufacturer, sought comprehensive legal assistance against the unfair practices of its former CEO. One of the lines of the defense was to stop the use of the domain name. Negotiations were held with the registrar and other pre-trial measures.
Because of the competent pre-trial measures, as well as the filing of a complaint to the court, the use of the domain name was stopped.