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Legal briefing notes

Corporate disputes. Services of a corporate lawyer

The concerted effort of all structures is important for business including the effective cooperation between shareholders, founders and participants. So that is why their roles and obligations should be assigned in the right way. The settlement of the corporate sphere helps to avoid lots of problems and negative impacts in the future. The realities of today are such that the corporate relationships are based on trust-based principles without considering the ulterior motive of the participants so all that may lead to relevant disputes.

The reasons of corporate disputes

The disputes are usually the consequences of the violations of the rights. Corporate disputes are not the exception and always arise between the shareholders, participants and partners on the realization of their rights. And also the acceptance of the related-party transaction as invalid may give rise to a dispute.

The types of corporate disputes

Among all possible corporate disputes, we identify the most popular. And among them are:

  • disputes that were caused by the incorporation of legal entity or its reorganization or termination because of bankruptcy or liquidation;
  • disputes because of the disposal of shares or recasting of the shareholding or parts of shares in the authorized capital or equities in cooperatives;
  • Disputes because of financial or other complaints of the owners to the director;
  • Disputes because of the appointments and separations activity or exercising powers of leading bodies;
  • Disputes in process or after issuing of securities;
  • Violation of the rights of the participants in decision-making during the general meeting;
  • Disputes because of the participation of the third parties between the owners or the removal of assets.

Period of limitation of actions on the corporate disputes

According to the legislation, the common period of limitation of actions on the disputes is equal to 3 years. It starts from the moment when a person has known or possibly should have known about the violation of his/her rights and about who will be the respondent in this case. 

Legislation quite often may be fixed the specialized period of limitation of actions. The specialized period of limitation of actions is a period of addressing to the court for protection of the rights that are cut concerning the common period that is equal to 3 years.

Corporate disputes are not the exception and in this category, some provisions arrange the shortened period of limitation of actions. Among them it is possible to identify:

  • the participant of the company is able to address for the protection of the rights or for accepting the decision of general meeting or other authorities as invalid during 2 months;
  • to declare the invalidity of the minutes of the meeting of shareholders within 3 months;
  • when selling a share or part of it in the capital in violation of the right of the first refusal, the participant or company may demand the transfer of the rights and obligations of the buyer to them within 3 months;
  • also, when selling shares of a private joint-stock company in violation of the right of first refusal, shareholders or the company itself may demand protection of their rights in court within 3 months;
  • within 6 months, the owner of the securities is able to apply to the court to consider the dispute on the compensation of damages arising as a result of the incorrect determination of the price of the repurchased securities.

These periods should be calculated from the moment when a participant of a legal entity or a shareholder found out or probably should have known that the challenged decision was adopted or the rights were violated.

The jurisdiction of the corporate disputes

A lawsuit on a corporate dispute is filed to the Commercial court that is located at the address of the legal entity. Some corporate disputes may be the exception when they are related to the establishment or management or participation in other corporations whose main goal is not profit so that is why they may be considered by the courts of general jurisdiction. A claim against the leader of the organization must be filed to the Commercial court according to his place of residence. Our practice shows that the one who operates and works professionally and as consistently as possible usually wins in corporate disputes. Any corporate dispute requires an individual and tailored approach and all the circumstances should be considered. Moreover, corporate conflicts may affect the interests of both the counteragents and also other persons in the company. Surely, professional help may not only settle the dispute but also prevent its negative consequences.

Settlement of corporate disputes between the members of OOO in Voronezh: the services of the Tsentralny Okrug Law Firm

The Tsentralny Okrug Law Firm offers services in the area of corporate disputes, participation in legal popular services are:

  • We advise on the features of corporate law. Assistance in matters of the settlement of corporate disputes, tax and labor issues.
  • Preparation and making adjustments to internal and constitutive documents. Distribution of roles and functions in companies. And we help to establish effective corporate systems of work.
  • Accompaniment of business of companies and verification and examination of documentation and labour agreements. And also we accompany major transactions to avoid any violations and problems in the future.
  • Registration, reorganization in several different ways and liquidation of the company. Our experts help choose the most appropriate working pattern.
  • Challenging decisions of general meetings and founders or shareholders.
  • Disputes with the head or director of the company in case he/she takes advantage of his/her position and does not carry out his or her duties.

Disputes between members of OOO

In case of any violations of the rules and regulations of contractual agreements challenging a major transaction in Voronezh may become the only hope for the company or its members. This will help get justice and address the issue in a positive way for the company. The Tsentralny Okrug Law Firm helps settle any corporate issues in the best interests of the client. Due to our work experience and knowledge, the lawyers of the company are able to assist in a quick and high- quality way even in the worst situations. The lawyers of the Tsentralny Okrug Law Firm help in the settlement of corporate disputes between members of OOO in Voronezh, Lipetsk, Kursk, Belgorod, Tambov, and Moscow. We also effectively settle the corporate disputes with shareholders and the director challenge the transactions and general meeting's decisions and claim damages.

Author is Dmitry Prosvirin

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