Restoration by the beneficiaries of the holding company of control over the backbone enterprise of radioelectronic industry

Corporate conflicts

Turnover of company

310M $

Holding structure

Before the conflict

In times of conflict

The essence of the conflict

The Opponent, without the Clients' knowledge, made a number of corporate decisions and entered into a sham transaction in order to dilute the Clients' shareholding in the Asset and retain corporate control over the group.

As a director of a holding company, Opponent gave a 1% stake in the Asset to Nominal for nothing and changed the Asset's Articles of Association so that Opponent's and Nominal's minority shareholding became a blocking stake.

The Law Office Actions

The particular complexity of the situation was that outwardly it all looked like a standard procedure of “intra-corporate restructuring”, so the main task was to prove the existence of abuse and collusion between the Opponent and Nominal.

In the course of the Firm's conflict, the “active shareholder” strategy was implemented, in particular:

Opponent removed from the position of CEO of the Holding Company

On behalf of the Holding and the Clients, a lawsuit was filed to restore corporate control over the Asset

A lawsuit was filed to recover damages from the Opponent in the form of the difference in the market value of the Holding Company's interest in the Asset before and after the changes (12 million RUB)

A lawsuit was filed to reclaim Holding's corporate documents from the Opponent because the Opponent withheld them

A lawsuit was filed to demand information from the Asset about its activities (Nominal and the Opponent violated the Holding's right of access to information)

At the same time, active corporate work was carried out: convening meetings, sending demands, etc.

The purpose is to demonstrate the absurdity of the situation when persons with a 1.5% stake have absolute control over the Asset and the Holding, which owns 98.5%, cannot make any decisions and does not even have access to the documents.

Opponent Actions

In addition, the Opponent's attempts to gain control over the Holding also had to be resisted. The Opponent, for its part:

Filed a lawsuit to invalidate the decision of the majority of participants to change the CEO of the Holding Company

Sued to exclude the Clients from the Holding Company

Repeatedly attempted to obtain interim measures to block the Holding Company's activities

Used black PR tactics

Regaining control is always harder to regain than to keep. That's why our strategy is speed and precision in our response.