Court Representation in Corporate Disputes

VINCO`S Legal Company represents participants, directors, beneficial owners, investors and companies in corporate disputes before commercial courts. We analyze the corporate history, build a litigation strategy, prepare procedural documents, collect evidence, support interim measures, represent the client in the first instance, appeal and cassation proceedings, and assist with enforcement of the judgment.

A corporate dispute usually affects not only the legal status of the parties, but also real control over the business, access to accounts, management of assets, the role of the director, relations with banks, counterparties, employees and investors. Therefore, litigation must be strategic rather than formal: it is important to define the claim correctly, choose the proper remedy, secure evidence and prevent further registration or asset-related changes during the dispute.

Court representation is required when a conflict between participants, a director, the company or investors cannot be resolved through negotiations, or when delay creates a risk of losing corporate rights, assets or control over the company.

• a participant was not notified of the general meeting or was excluded from company management;
• a general meeting resolution was adopted in breach of law, the charter, quorum or voting procedure;
• the director, participants, charter capital, charter or registration data were changed without proper grounds;
• a share was unlawfully transferred or changes were registered in the Unified State Register;
• the participant is denied access to company documents, financial statements or information about assets;
• there is a dispute over exit from an LLC, payment of share value, dividends or settlements between partners;
• the director is accused of losses, abuse of authority or bad-faith management;
• urgent interim measures are needed to stop registration, asset or management actions.

Corporate disputes cover conflicts related to the establishment, activity, management or termination of a legal entity, disputes between participants, between a participant and the company, between the company and its officer, disputes over shares, transactions with corporate rights and related registration claims.

In practice, one conflict may include several parallel directions: a claim to invalidate a meeting resolution, a request to cancel a registration action, a share dispute, a request for company documents, an application for interim measures, a complaint to the Ministry of Justice, a criminal-law aspect or negotiations on the exit of a business partner.

• invalidation of resolutions of LLC general meetings;
• cancellation of unlawful changes of director, participants, address, charter or business activities;
• challenging share purchase agreements, share transfer acts and powers of attorney;
• disputes over exit from an LLC and recovery of the share value;
• recovery of a share or restoration of corporate control;
• disputes over dividends, profit distribution and access to company documents;
• protection of directors and claims for damages against company officers;
• disputes arising from business raiding or unlawful registration actions.

Before going to court, we do not limit our review to one protocol or registry extract. In a corporate dispute, it is important to reconstruct the full picture: who had voting rights, whether there was quorum, what documents were signed, when the client learned about the violation, who initiated registration actions, which assets are at risk and which remedy will actually restore the client’s rights.

• company charter, corporate agreement, protocols, participants’ decisions and internal rules;
• participants, shareholding structure, registration history and documents submitted to the register;
• notices of meetings, agenda, quorum, voting and powers of representatives;
• share agreements, transfer acts, powers of attorney and notarial documents;
• financial statements, bank documents, assets, significant transactions and related-party transactions;
• grounds for interim measures and the risk of further registration actions;
• limitation periods, jurisdiction, evidence and possible counterclaims.

The right strategy determines whether the court judgment will be practically useful. For example, cancellation of one meeting resolution may not restore control if subsequent registration actions have already been made, contracts signed or the director changed. Therefore, claims must cover the entire chain of violations.

1. We identify the client’s business goal: restore control, stop a raid, obtain documents, recover funds, exit the business or protect the director.
2. We select the procedural model: one comprehensive claim, several related claims, a parallel complaint to the Ministry of Justice, interim measures or negotiations.
3. We build the evidence base: corporate documents, registry data, notarial documents, correspondence, bank materials, accounting documents and expert opinions.
4. We prepare the statement of claim, applications for interim measures, requests for evidence, motions and procedural submissions.
5. We represent the client in hearings and respond to statements of defence, counterclaims, motions and delaying tactics.
6. We support appeal, cassation, enforcement, registration changes and actual restoration of control over the business.

Interim measures are often crucial in corporate disputes. If the opponent can quickly change the director, participants, address, sell assets or carry out further registration actions, litigation without interim measures may lose practical value.

• prohibition to perform certain registration or management actions;
• prohibition of disposal of a share or assets where permitted by law;
• attachment of property or funds in monetary claims;
• requesting evidence held by the company, director, notary, registrar or counterparty;
• urgent appeal against rulings on interim measures or refusal to grant them.

• extract from the Unified State Register and current registration data of the company;
• charter, corporate agreement, minutes of general meetings and participants’ decisions;
• share documents, agreements, transfer acts and powers of attorney;
• correspondence between participants, the director, notary, registrar, bank or counterparties;
• financial statements, bank statements, asset documents, dividend documents or major transactions;
• evidence of violation: refusal to provide documents, unlawful voting, forged signatures or lack of notice;
• the desired result: cancel a resolution, return a share, change a director, recover compensation, negotiate an exit or fix control.

• the remedy is chosen incorrectly and even a positive judgment does not solve the client’s business problem;
• limitation periods or procedural deadlines for evidence, appeal or cassation are missed;
• the claim is filed without interim measures, allowing the opponent to make new registration or asset changes;
• there is no proper evidence of violation of meeting, voting or document signing procedures;
• related claims are ignored: cancellation of registration actions, recovery of a share or restoration of registry records;
• corporate, employment, family, inheritance or criminal-law aspects are mixed without a single strategy.

VINCO`S handles a corporate dispute as a complex legal and business process. We assess not only the prospects of the claim, but also the real consequences for control over the company, assets, bank accounts, directors, counterparties and business reputation.

• legal audit of the corporate conflict and identification of the strongest position;
• preparation of claims, statements of defence, replies, objections, appeal and cassation complaints;
• support with interim measures, evidence requests, expert examinations and procedural motions;
• representation in commercial courts of all instances;
• coordination of litigation with negotiations, Ministry of Justice complaints, registration actions and actual restoration of business control;
• post-judgment support with enforcement, registry changes, banks, notaries, registrars and counterparties.