A corporate conflict regarding appointment of a new board of directors (“BoD”) caused by a death of an independent director was dragging on between the company's shareholders. The opponent tried to take advantage of counter-sanctions rules (provided for by Federal Law No. 292) in 2024. The opponent interpreted these norms in such a manner that only votes of the directors appointed to the BoD by the opponent were sufficient to pass all the decisions, in particular to approve the list of new directors without the client's nominees (“Decisions”).
KIAP team represented the client in a corporate dispute in the courts of first and appeal instances of the Moscow region, achieving the following results:
- the interim measures of prohibiting to vote for certain issues on the agenda of the general meeting of shareholders were satisfied;
- the claims were satisfied in full, the Decisions were declared invalid;
- the appeal left the decision unchanged, the defendant's appeal – without satisfaction.
For example, with regard to the quorum, the courts stated:
“The exemption applies only when it is objectively impossible to pass a corporate decision as a result of the absence of a quorum, not when a quorum is not formed at a particular meeting”.
Anton Samokhvalov, Partner of the Corporate and M&A Practice, Roman Suslov, Senior Associate, and Alexander Varchuk, Associate, represented the client on the project.