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197022, Санкт-Петербург, Аптекарская набережная, дом 20, литера А, офис 801
197022, St. Petersburg, Aptekarskaya embankment, building 20, letter A, office 801
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Lawyer of the Season. Winter 2014-2015
According to Delovoy Peterburg newspaper, Konstantin Galkin, a senior lawyer of LexCledere Consulting, was ranked second in the "Lawyer of the Season - Winter 2014-2015" rating of lawyers.
Konstantin represented the interests of Olimp LLC members holding 89% of the company's interest in a lawsuit for expulsion of a minority member holding a 10% stake in the company. The actions of the minority shareholder, on the basis of which the decision to exclude him from the company was made, were in fact a classic greenmail - actions aimed at forcing other participants to purchase a share at a price significantly higher than the market price by committing acts that create difficulties in the functioning of the company.
Legal complexity: the main difficulty was that the actions committed by the minority shareholder were not clearly illegal. The latter filed lawsuits against the company in the courts to challenge transactions made by the company, sent letters to the general director threatening to contact law enforcement authorities to conduct inspections against the latter, and sent letters with relevant content to key counterparties. At the same time, the general position developed by the court practice in this category of cases is based on the fact that the exclusion of a participant from the company is an exceptional measure. This position creates difficulties in proving the necessity to apply this measure in a particular case.
The cases in which such claims were satisfied are, as a rule, reduced to the impossibility to manage the company due to the non-participation of a participant in general meetings, if it is impossible to make decisions without his participation, and to the realization of obviously illegal actions causing harm to the company (falsification of minutes of general meetings, sending applications to law enforcement bodies containing false information, which at the time of sending was known or should have been known to the participant, etc.).
Resolution method: In the above case a position was developed and proved according to which each action of a minority shareholder in itself does not create grounds for its exclusion from the company, but the totality of its actions characterizes the actions of the shareholder as unfair, aimed solely at forcing other shareholders of the company to buy out its share at a price significantly higher than its market value, and also jeopardizes the company's business due to the possibility of termination of key contracts of the company. This position formed the basis of the court decision.