The scope of corporate disputes is quite wide: conflicts may arise between shareholders themselves, as well as between companies and the state or third parties. The most common causes of corporate disputes are the regular changes in the current legislation. Liquidation or reorganization of joint-stock companies may also be a stumbling block to the interests of various owners. If you have never developed the constituent documentation yourself, never made changes to it and did not participate in sale of shares, then it is better to entrust the organization of these and other formal procedures to experienced lawyers.
Classification of corporate disputes
The main types of corporate disputes are provided in Art. 225.1 of the APC of the Russian Federation:
- registration of changes in constituent documents;
- distribution of shares, stocks, proprietorship interests;
- compensation of property losses;
- recognition of transactions between founders or shareholders as invalid;
- appointment or election of new directors;
- termination of powers or limitation of liability of specific persons;
- redemption of shares;
- challenging decisions of the general meeting of shareholders or founders of the company;
- appeal against specific actions of management bodies, etc.
Almost all corporate disputes are resolved in Arbitration court. Sometimes the conflict between the parties can be resolved extrajudicially by the settlement agreement. However, in practice only 8-10% of all conflicts between founders and shareholders are be resolved peacefully. The remaining 90% is settled in court proceedings. It should be noted that the involvement of a competent lawyer at the stage of negotiations of the conflicting parties allows to resolve the dispute much more effectively. Professional will select the necessary arguments that will help the parties to come to a compromise.
Business owners, investors, shareholders and controlling authorities may take part in corporate disputes. Also, such conflicts are divided into external (hostile takeover with the redistribution of property and intangible assets) and internal. The reason for a corporate dispute may be movable or immovable property of the enterprise, its authorized capital, issued securities and other assets.
The causes of corporate conflicts
The rights of founders and shareholders can be violated in a variety of ways. In practice, the most common causes of disputes involving companies are as follows:
- the need to revise the constituent documentation for increase or decrease in the authorized capital, change in the composition of the founders (shareholders), business diversification, etc. Not all members of the general meeting are unanimous in favor of changes, in this case, the only way out may be the registration of changes in court;
- exclusion of individual citizens or legal entities from the founders (shareholders) list for gross violation of the Charter or suspicion of fraud;
- issue of shares and all the procedures accompanying the issue of securities. Even minor violations of the established procedure may cause the interested parties to apply to the court;
- deliberate non-payment of dividends to the shareholders. Appeal to the Arbitration court takes place when some of the owners unite and demand satisfaction of their rights in the lawsuit;
- violation of the procedure for conducting transactions with shares, stocks or equities bypassing the decisions of the general meeting of holders of these securities.
There are much more reasons for consideration of conflicts between founders and shareholders; only the most common ones were mentioned above.
Assistance in resolution of corporate disputes
According to statistics, the dispute is always won by the party with stronger legal support. We are talking about professional lawyers who form the evidentiary basis and are able to build a competent line of behavior in the courtroom. A professional is able to minimize financial losses and achieve the desired result.
Arbitration of corporate disputes takes place in stages:
- Drawing up a claim and notifying participants;
- Filing a claim;
- Collection of supporting documentation by the plaintiff;
- Court session. In the preliminary process, the judge offers the parties to reconcile, and audits the documents submitted by the plaintiff and the defendant;
- Involvement of witnesses and experts in the process, if necessary.
Depending on the complexity of the corporate conflict, arbitration proceedings may last from 2 to 3 months, but in practice there are cases which last several years.
The final stage of consideration of a corporate dispute in court is the adoption of a court decision and actions for its execution. If the circumstances so require, the property of the defendant organization and its current bank accounts may be seized until full recovery of debts in favor of the plaintiff.
Our specialists are ready to provide legal support in resolving any corporate disputes, whether it is a greenmail or a restructuring of the company with violations. We have extensive experience in the field of corporate law and guarantee a full study of the material submitted by the client to develop a successful strategy for pre-trial or trial.
The advantages of our customers
As it often happens, in an effort to defend his interests, the holder of the stocks or the shares in the authorized capital of a company begins to study the legislation, court decisions on similar cases and opinions of experts on the internet.
The plaintiff might make an illiterate statement to the court. Another common mistake of the people with low legal competence is the wrong interpretation of the law.
If you contact specialists immediately after the arising of the corporate dispute, the conflict will be resolved faster and with minimal material costs.
The clients of our company are guaranteed to get the results, save their time and money; the cost of legal support cannot be compared with losses in case of an unfavorable court decision.
Do not blindly trust to luck or occasion. Qualified legal assistance is the best way to resolve any corporate dispute.