Corporate Disputes Case StudyArbitration courts consider cases on disputes related to the creation of a legal entity, management or participation in a legal entity that is a commercial organization, as well as in a non-profit partnership, an association of commercial organizations, another non-commercial organization uniting commercial organizations and ( or) individual entrepreneurs, a non-profit organization that has the status of a self-regulatory organization, including the following corporate disputes:
1) disputes related to the creation, reorganization and liquidation of a legal entity;2) disputes related to the ownership of shares, stakes in the authorized (share) capital of business entities and partnerships, the shares of members of cooperatives, the establishment of their encumbrances and the implementation of the rights arising from them, with the exception of disputes arising from the activities of depositaries related to accounting rights to shares and other securities, disputes arising in connection with the division of hereditary property or the division of common property of spouses, including shares, stakes in the authorized (share) capital of business entities and partnerships, members of cooperatives; 3) disputes on claims of founders, participants, members of a legal entity (hereinafter referred to as participants of a legal entity) on compensation of losses caused to a legal entity, invalidation of transactions made by a legal entity, and (or) applying consequences of invalidity of such transactions; 4) disputes related to the appointment or election, termination, suspension of powers and responsibility of persons who are or were part of the management bodies and bodies of control of a legal entity, as well as disputes arising out of civil legal relations between the said persons and a legal entity in connection with the implementation, termination, suspension of the powers of the said persons; 5) disputes related to the issue of securities, including disputing non-normative legal acts, decisions and actions (inaction) of state bodies, local governments, other bodies, officials, decisions of the issuer's management bodies, disputing transactions, made during the placement of equity securities, reports (notifications) on the results of the issue (additional issue) of equity securities; 6) disputes arising out of the activities of holders of the register of securities owners associated with the registration of rights to shares and other securities, with the exercise by the holder of the register of holders of securities of other rights and obligations in connection with the placement and (or) circulation of securities ;
7) disputes on convening a general meeting of participants of a legal entity;
8) disputes about appealing decisions of the management bodies of a legal entity;
9) disputes arising from the activities of notaries to certify transactions with stakes in the authorized capital of limited liability companies (Article 225.1 of the AIC).
These cases of corporate disputes are considered by the arbitration court according to the general rules of the proceedings, with the peculiarities established in Ch. 28.1 APC.
When considering cases involving the contestation of non-normative legal acts, decisions and actions (inaction) of state bodies, local self-government bodies, other bodies, officials, the features established in Ch. 24 APK.
When filing a statement of claim, an application for a corporate dispute must meet certain requirements (Article 125 of the APC). So, in the statement of claim, the application must also indicate:
1) state registration number of the legal entity;
2) the address (location) of the legal entity contained in the unified state register of legal entities.
The Arbitration Court considering the case on a corporate dispute places on its official website in the information and telecommunications network Internet information about the acceptance of the statement of claim, the application for proceedings, as well as the progress of the case and the dispute and the relevant judicial acts, including the accession to the case of new persons, to change the basis or subject matter of a previously filed suit, to take interim measures, to refuse a claim, to recognize a suit, to conclude a settlement agreement, to adopt a judicial act that ends with a ssmotrenie case in bankruptcy court.
The persons participating in the case are notified by the arbitration court considering the case. The arbitral tribunal shall also notify the legal entity of the acceptance of the statement of claim, the application for a corporate dispute to the proceedings, the change in the grounds or the subject matter of the claim by sending to that legal entity copies of the relevant judicial acts at the address contained in the unified state register of legal entities, no later than the next day after the day the issuance of relevant judicial acts.
In the decision to accept the statement of claim, the application to the arbitral tribunal may indicate the obligation of the legal entity to notify the initiation of proceedings in the case, the subject matter and the grounds for filing a claim with the arbitration court, other circumstances of the dispute between the participants of this legal entity, which are included in its management bodies and control bodies, as well as the holder of the register of holders of securities of this legal entity and (or) the depositary, recording the rights to equity securities of this legal entity eggs.
In case of failure to fulfill this duty, a court may be fined by the arbitrator for the person acting as the sole executive body or heading the collegial executive body of the legal entity.
A legal person has the right to get acquainted with the case materials, dispute, make extracts from them, make copies, receive information about the progress of the case using any public means of communication.
Corporate disputes can be settled by the parties by concluding a settlement agreement or using other conciliation procedures, including with the assistance of an intermediary.
The arbitration court does not accept the refusal of the plaintiff from the claim, the recognition of the claim by the respondent, does not approve the settlement agreement of the parties in cases if it contradicts the law or violates the rights and (or) legitimate interests of other persons, including a legal entity.
Security measures for corporate disputes are taken by the arbitration court in the presence of the grounds provided for in Art. 90 agroindustrial complex. At the same time, the adoption of interim measures should not lead to an actual impossibility for the entity to carry out activities or to significantly impede its activities, as well as to violate this law by US law.
Security measures for corporate disputes can be, in particular:
1) seizure of shares, stakes in the authorized (share) capital of business entities and partnerships, shares of members of cooperatives;2) prohibiting the respondent and other persons from making transactions and other actions in relation to shares, stakes in the authorized (share) capital of business entities and partnerships, shares of members of cooperatives;
3) prohibition to the bodies of a legal entity to make decisions or to perform other actions on issues related to the subject of the dispute or directly related to it;4) prohibiting a legal entity, its bodies or participants, as well as other persons, from executing decisions adopted by the bodies of this legal entity;
5) prohibiting the holder of the register of securities owners and (or) the depositary from making notes on the registration or transfer of rights to shares and other securities, as well as to perform other actions in connection with the placement and (or) circulation of securities.>
The arbitration court may take other interim measures for corporate disputes, including several interim measures at the same time.
When providing counter security, its size is determined in accordance with Part 1 of Art. 94 APK.
If the plaintiff's claim is non-property, the size of the collateral is determined by the arbitration court on the basis of the amount of possible losses of the defendant caused by the interim measures, but for individuals it can not be less than 50 thousand rubles, for legal entities - 100 thousand .RUR
If, in considering the application for interim measures, the arbitration court has a need to hear the explanations of the persons participating in the case, and the person who filed the application for securing the claim did not provide counter security, the judge may order consideration of the application for securing the claim in court session that must be held within a period not exceeding 15 days from the date of receipt of such application to the arbitration court.
The Arbitration Court shall, no later than the next day after the day of receipt of the application for securing the claim to the arbitral tribunal, determine the adoption of the application for the arbitral tribunal, in which it indicates the time and place of the hearing. Such determination shall be forwarded to the persons participating in the case no later than the day after the day of its issuance.
In the decision to accept an application to secure a claim for proceedings, the arbitral tribunal may also indicate the obligation of the person filing the application for securing the claim, notify the persons participating in the case, and the legal entity about the time and place of consideration of the application for securing the claim.
In the event of failure to fulfill the obligation to notify the person who filed an application for securing the claim, the arbitration court may be fined. In the event that a legal entity has filed an application for securing the claim, a judicial fine is imposed on the person acting as the sole executive body or heading the collegial executive body of this legal entity.
The arbitration court has the right to consider an application for securing a claim in the absence of interested persons if, by the beginning of the court session, it has information about their notification of the time and place of consideration of the application for securing the claim, or if the person requesting the security of the claim has submitted evidence that all the necessary measures for such notification are taken.
In some cases, the bodies of a legal entity or its participants have the right to apply to the arbitration court with a claim for compelling a legal entity to convene a general meeting of participants. Such cases on forcing a legal entity to convene a general meeting of participants are considered within a period not exceeding one month from the date of receipt of the statement of claim to the arbitration court, including the time for preparing the case for trial and making a decision on the case.
The decision of the arbitral tribunal on compelling a legal entity to convoke a general meeting of participants is subject to immediate execution unless other terms have been established in the court's decision and it can be appealed to the arbitration court of the appellate instance within ten days from the date of adoption of this decision.
The decision of the arbitration court of appeal on the results of consideration of the appeal against the decision to compel the legal entity to convene a general meeting of participants may be appealed to the arbitration court of the cassation instance within ten days from the date of adoption of this decision.
In some cases, participants of a legal entity are entitled to apply to the arbitration court with a claim for compensation for damages caused to this legal entity. Such participants enjoy the procedural rights and bear the procedural duties of the plaintiff, and also have the right to demand the enforcement of the arbitral award in favor of this legal entity.
The decision to satisfy the claim for damages is taken in favor of the legal entity in whose interests the action was brought. At the petition of the person who filed a claim for damages, the writ of execution is sent for execution directly by the arbitration court. Court costs associated with the consideration of the case on the suit of the participants of the legal entity on compensation for losses caused to the legal entity shall be borne by such participants in equal shares.
The arbitration court's rulings, when adjudicated in corporate disputes, are appealed according to the rules established by Art. 188 of the agroindustrial complex. Complaints against such determinations, with the exception of the determination to terminate the proceedings in the case and leave the application without consideration, are submitted to the arbitration court of the appellate instance within ten days from the date of their issuance. However, the filing of a complaint against the determination of ns hinders the consideration of the case by the arbitral tribunal and the commission of certain procedural actions in the case.
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