Corporate Law, M&A, Restructuring, Shareholders’ Agreements

Corporate law has an exceptional position in judicial practice of our consultants as it is the basis and regulation of relations between economic societies.

The Group employees are high-level specialists in legal support of corporate management and restructuring area. They are widely experienced in:
• engineering structures of economic societies’ administration agencies;
• engineering structures of economic societies’ groups to optimize management and protection of stock capital;
• reorganizing and liquidation of societies’ groups and structuring M&A transactions;
• conducting due diligence in order to identify and assess risks;
• legally supported corporate disputes (in particular appealed and defended decisions of shareholders’ meetings or members of economic societies;
• decisions of board of directors, reorganization of societies, activities of registration agencies,
liquidation of legal bodies.

PRINCIPIUM is an expert of a large Investment Group, an active stock market member in questions of revealing clean title and risks in deals of acquisition of real estate units in share funds.

The Group has successfully finished projects of all-round research of reliability of provided information for one of the Russian IT-consulting leading company and conducted legal analyses and supported a takeover of a large member of oil shipping complex of the RF, main oil producing enterprise of Republic of Kalmykia, that also provides services of oil transportation. The Group defined risks and controlled provided information for a diversified holding company that is engaged in wholesale business, cognac manufacturing, hotel business and Real Estate.

The Group has conducted reorganizing with further issue and registration of shares of holding’s companies that are operating projects in the field of manufacturing equipment delivery for enterprises of nuclear and traditional power, chemical, oil and gas industry of Russia.
The Group has reorganized and restructured the leading Russian geophysical holding company, restructured a European transport holding company, textile holding company, supported change of ownership of large post service of the RF, consulted largest energy companies in the system of RAO UES about share issue and conversion during reforming.

PRINCIPIUM lawyers are successfully representing a minority shareholder of a largest Russian tobacco manufacturer in a large corporate dispute about invalidation of a distribution contract between this issuer and its affiliated person and the compensation of damages at the rate of several billion rbl.

PRINCIPIUM has prepared plenty of legal positions for a number of corporate disputes as counteractions to forcible takeover of companies of consumer goods industry, protected interests of a shareholder of a blocking share holding of a wellknown Russian manufacturer of aircraft equipment, conducted process of additional issue of shares of a company, possessing a large developing project, during the shareholders’ conflict. During confrontations parties often initiate actions aimed at the impeachment of an opponent’s business reputation, which in particular can be a matter of attention of law-enforcement authorities towards the opponent. Thus, Department of Criminal Cases employees have protected interests of a minority shareholder of a regional food company accused of fraud connected with receiving of company’s shares. They also protected interests of a financial director or a chemistry company accused in fraud connected with getting control over the company’s assets.

The Group is experienced in supporting corporate disputes abroad, in particular in the Ukraine. Disputes of the largesеt transport holding company subsidiary, that worked in different EU countries, were settled.

Settling relations between shareholders and securing balance of their interests by implementing shareholders’ agreements become relevant. The Group lawyers are forming topical practice of introduction (set-up, concluding) of shareholders’ agreements.

In the frames of introduction of shareholders’ agreements the Group considers following issues:
• engineering structures of board of directors (a number of independent directors on board);
• recombination of shareholders’ rights;
• voting rights allocation;
• appeals and defense on the decisions of shareholders or holding companies’ members, decision of of board of directors;
• formation of dividend policy, distribution of profit order;
• outsider control (direct or indirect) over a shareholder;
• agreements to vote in certain way on certain issues;
• agreements of limiting purchase and sale of association’s shares or stating stock redemption from quitting seller;
• agreements on preservation of jobs for management of a takeover company, etc.

Mutual relations of two shareholders with joined ownership of complete package of shares of the largest stock equipment manufacturer have been regulated. According to the present shareholders’ agreement the parties have not come to the agreement of transferring the control over the company to neither of the parties. Issuer’s shareholders were absolutely satisfied with the solutions of handling of the argued issues offered by our consultants. Stock redemption offset transaction of an issuer’s dept to a seller is finished.

PRINCIPIUM is practicing current consulting the management of the largest Russian generating power supply system on issues of execution and resolving conflict situations in present shareholders’ relations.