Attorneys of S&K Vertical have successfully defended the beneficiary’s interests in a precedential case concerning invalidation of the deals of a Russian company

14 february 2017 2017-02-14

On the second round of litigating his case, the ultimate beneficiary of Russian company “Aspekt-Finance” has managed to challenge the sale of 90 per cent stake in Aspekt Bank, the company’s main asset. This information is provided to by the press department of Law Firm S&K Vertical, that represented the company’s ultimate beneficiary. Therefore, the courts have established the right of a company’s beneficiary to challenge not only the decisions of the company’s general meeting, but also its deals.

Maxim Moskalev, ultimate beneficiary of Aspekt-Finance, has filed a lawsuit asking the court to invalidate nice deals of the company resulting in the sale of 90 per cent stake in Aspekt Bank (case  No. А40-95372/2014). The deals have been made on the behalf of the company by its recently appointed General Director Mikhail Storozh. In his claim, Moskalev submitted that the deals had been made without due corporate approval and as a result of abuse of rights. Thus, firstly, Mr. Storozh and a number of affiliated individuals have purchased the shares at their nominal value. Secondly, he lacked necessary powers since his appointment by the general meeting was void, Moskalev emphasized. Thirdly, the funds obtained from the sale of the shares have been spent to purchase a debt of an insolvent shell company. Moskalev stated that the nine deals in question were aimed at stripping Aspekt-Finance of its assets and therefore damaged the company and its ultimate beneficiaries.

Moscow City Commercial Court has decided in favor of Moskalev, although the appellate and cassation instances reversed. They referred to the outcome of the parallel case  No. А40-104595/2014, in which Moskalev challenged the appointment of Storozh as the company’s General Director. The Moscow Court denied that claim since, in its opinion, Moskalev did not have the right, which is provided under the Law on Joint Stock Companies on to a company’s shareholders. Higher judicial bodies sustained the decision and added that the chain of offshore companies and trusts revealed by Moskalev does not per se prove that he is Aspekt-Finance’s ultimate beneficiary. The case reached the Economic Chamber of the Supreme Court that quashed and remanded the lower courts’ decisions. On the second round, the Moscow Court has granted Moskalev’s claim and this decision was sustained on the appellate level (see  "A Russian company's ultimate beneficiary has received legal protection after a Supreme Court's decision").

Case  No. А40-95372/2014 has also reached the Economic Chamber. Moskalev referred to the prior dispute, in which by that moment the Supreme Court had already agreed with his arguments. As a result, the Economic Chamber annulled the decisions of the appellate and cassation courts and remanded the case to the 9th Appellate Commercial Court . Now, today on 18 January the appellate instance sustained the Moscow Court’s decision concerning the sale of the shares of the bank. The court found that Moskalev was indeed the beneficiary of the company and that the deals have been made by an unauthorized person and in violation of the law, thus being null and void.

Therefore, the appellate court recognized the beneficial owner’s right not only to challenge the decisions of the company's general meetings, already established by the Supreme Court in case  No. А40-104595/2014, but also the company's deals.

Пресненская набережная, 6 строение 2 123112 Москва
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