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Corporate wars or How to protect business from scout

17/ 05/ 2019

Advocates of SBH Law Offices successfully protected the customer’s interests in the courts of three instances - founder of a large pharmaceutical company - in a corporate dispute related to the exercise of the preemptive right to acquire a share in the statutory fund.

Participant Ltd, owning an extensive network of pharmacies throughout Belarus, sold part of his share in the statutory fund to the buyer, who was a business competitor Ltd.

Majority participant Ltd, whose interests were represented by the advocates of SBH Law Offices, sued to transfer to it the rights and obligations of the buyer under the agreement of purchase and sale of shares. 

Although the seller, before concluding the transaction, sent the claimant an offer to purchase a share, the court upheld the claimant and acknowledged that the defendants committed a violation of his preemptive right, and satisfied the claims.

The violation was that the conditions for the purchase of a share offered to the plaintiff did not correspond to the conditions under which the share was eventually bought by the buyer. The plaintiff was offered to purchase a share with payment at the time of signing the contract of sale. The share was sold to the buyer with a deferred payment.

During the trial, the seller and the buyer entered into an agreement to terminate the share purchase agreement. The claimant stated an additional claim to establish the fact of the invalidity of this agreement, since the contract of sale of the share was executed by the parties in full and cannot be terminated. Solving the case, the court stated that the agreement on termination of the contract does not entail legal consequences, since all obligations under the contract are terminated by execution. The fact that changes to the company's charter in connection with the acquisition by the buyer of a share were not registered, the court considered irrelevant for the assessment of the rights and obligations of the parties.

The courts of appeal and cassation instance did not change the decision.

The SBH Law Offices team worked on the case as part of partner Timour Sysouev, advocate Vladimir Parachnevich, and lawyer assistant Anastasiya Gorbacheva.

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