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 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.
Registration of LLC in Russia
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 citizen of Myanmar graduated from the full-time department of a Russian university with honors and turned to the lawyers for the service of obtaining an unlimited permanent residence permit.
- Lawyers agreed with the migration authority the possibility of issuing a residence permit in the absence of a foreign citizen’s surname and middle name (a feature of Myanmar names);
- Consulted the client on the change of residence in the aspect of monetary legislation after obtaining a permanent residence permit;
- Prepared and submitted declarations to the tax authority in accordance with the legislation on controlled foreign companies (CFC).
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.
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.