Corporate disputes

A disputed general meeting resolution, a conflict between members, the removal of a director, a major transaction concluded without the required approval — a corporate conflict is rarely settled by a single claim: control over the company and its assets is usually on the line at the same time. We represent members, shareholders and executives at every stage of a corporate dispute.

Context
Who is this for?
  • Members and shareholders whose rights have been violated by a management-body resolution.

  • Executives removed from office in breach of procedure.

  • Holders of participatory interests caught up in a conflict with other members of the company.

  • Beneficiaries of personal funds and trusts disputing the terms on which the structure is managed.

Relevance
What problems are solved?
  • Challenging general meeting and board resolutions adopted in breach of the rules on convening or voting.

  • Unlawful removal or appointment of an executive.

  • Challenging major transactions and related-party transactions concluded without the required approval.

  • Conflicts between members on exit from the company or on splitting a business.

  • Disputes over the interpretation of the terms governing a personal fund or trust.

's services include
Assessing the prospects of challenging a management-body resolution
Disputes over appointment and removal of directors

to challenge general meeting and board resolutions

Challenging major transactions and related-party transactions
Representing clients

on the removal or appointment of an executive

Resolving conflicts between members

on exit from the company or splitting the business

Advising on the management

of a personal fund or trust

Questions and answers
Participants in international and Russian professional rankings: Best Lawyers, Chambers, The Legal 500, Who Is Who Legal, World Tax, Leaders League, Forbes Legal Ranking, Kommersant, PRAVO‑300.
Within what period can a general meeting resolution be challenged?
The general period is two months from the day the member learned, or should have learned, of the resolution, unless the law on joint-stock or limited-liability companies sets a different period.
What must be proved to challenge a resolution as adopted in breach of the rules?
A breach in how the meeting was convened or held, the absence of the required quorum or majority, and that the breach affected the member's ability to express their will and that the resolution violates their rights.
How can the removal of an executive be challenged?
By checking compliance with the corporate decision-making procedure (notice, quorum, minutes) and with labor law on dismissal — a breach at either level gives grounds to challenge it in court.
What is a related-party transaction, and when can it be challenged?
A transaction in which an executive, a major member, or another person controlling the company has an interest. It can be challenged if it was concluded without the required approval and caused loss to the company or its members.
How are disputes between members resolved when one exits the company?
The key question is the valuation of the actual value of the exiting member's share, which often becomes a separate court dispute if the parties disagree on the valuation of the company's assets.
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Let us discuss your situation
Tell us about the circumstances of the dispute — we will suggest a strategy and assess the prospects before the work begins.
Schedule a consultation