RI-Consulting provides services in the sphere of corporate law, pre-trial and judicial settlement of corporate disputes, including disputes with a foreign element (cross-border disputes).
We provide complex legal support: on preparation of documents with the purpose of prevention of risks of corporate conflicts, as well as pre-trial and judicial settlement of disputes of the Client.
MAIN AREAS OF THE CORPORATE PRACTICE ARE:
- Drafting corporate documents (Articles of Association, contracts and shareholders agreements);
- Written and oral advice to assess the likelihood of corporate conflict risks and develop measures to prevent them in the interests of the Client; conducting/participating in conflict negotiations;
- Judicial representation on issues of recovery of damages from the sole executive bodies, contesting transactions and interrelated transactions that caused losses for the company and its members/shareholders;
- Judicial defense of claims regarding exclusion of participants/shareholders;
- Analysis and elaboration of documents regulating relations within the company and within the holding between affiliated structures;
- Participation in dispute resolution, including litigation, with former and current top executives, preparation of the company for sale or a part of it, including for the purpose of attracting investors (due diligence of the company from the date of its creation (Due Diligence) and preparation of the final report) and for the purpose of external management in conditions of restricted activities of its beneficiaries;
- Preparation and conduct of activities on anti-monopoly compliance, including activities restricted to its beneficiaries;
- Functions of the corporate secretary (preparation and assistance in holding general meetings);
- Other services in the Corporate Law practice.
OUR SERVICES INCLUDE THE FOLLOWING:
- Revision of charter documents; development and evaluation of already drafted/signed corporate contracts and shareholders agreements; written and oral advice to Clients on the likelihood of corporate conflict risks and development of measures aimed at preventing such conflicts in the interests of minority participants/shareholders;
- Conducting/participating in conflict negotiations of participants/shareholders in order to conclude amicable settlement of conflicts both in conditions of an existing corporate conflict and in conditions of the beginning of a corporate conflict (for the purpose of its settlement in a pre-trial order);
- Judicial representation on all matters of corporate disputes (collection of damages from the sole executive bodies, contesting transactions and interrelated transactions that caused losses for the company and its participants/shareholders);
- Exclusion from the company's participants/shareholders;
- Development of employment contracts of top managers and local acts regulating the powers (limits of powers) and responsibilities of top managers;
- Organization and holding of general meetings, including during corporate conflicts;
- Contesting results of general meetings / meetings of shareholders.
• Represented the Client in litigation (beneficiary of LLC) contesting a transaction involving sale and purchase of 100% share in Holding GmbH (Germany). The Client's goals were fully achieved, RI-Consulting succeeded in dismissing the lawsuit, and the Client's property was preserved (LLC) worth RUB 6 billion.
• Legal assistance in a corporate dispute and returned to the Client the corporate control over LLC. The value of Client's assets is estimated at approximately RUB 6 billion. We succeeded in having the court of appeals overturn the decision of the Moscow Regional Court and return corporate control over company to the Client; the court of cassation left the judicial act unchanged in favor of the Client.
• Development of a strategy on resolution of a corporate conflict with a participant of the limited liability company and representation of interests in a number of court disputes on claims from the participant, support of participants in the movement on strategy. Result of our work is resolution of the corporate conflict between participants by entering into an agreement on the procedure for exercising the rights of the company's participants. • Represented a former General Director of the limited liability company in a lawsuit filed by a member of the company seeking recovery of losses totaling about 100 million rubles. The work of RI-Consulting resulted in court rulings denying recovery of damages in full; moreover, we also established in court rulings repeated abuse of rights by the participant. • Representing a member of the company in a suit filed by another member of the company to contest a transaction and recover money in favor of the company. The result of our work was the denial in full satisfaction of the claim made against the Client. • Termination of enforcement proceedings against a Client, lasting more than several years, through which a member of the company illegally enriched himself and blocked the company's activities. The Client's task was achieved, enforcement proceedings against the company were terminated by court on the grounds of the impossibility of enforcing the court decision.
Resolution of a corporate conflict by selling a stake in a major company - a financial marketplace on the most favorable conditions for the Client.
A company that owns a crushed stone quarry has a protracted corporate conflict. Prior to contacting us, one participant filed a lawsuit to exclude the other participant. Before we intervened in the case in the interests of the excluded participant, the consideration of the dispute lasted for 2 years, the situation was not in favor of the excluded participant. After RI-Consulting has joined the case, it was completed in one meeting, we won the court dispute, the claim was denied in full. The judicial act in favor of our Client was left unchanged by the courts of appellate and cassation instances.