The Federal Court of Arbitration of Moscow Circuit left unchanged the ruling of the Ninth Arbitration Court of Appeals on refusal in satisfying the claim on holding the call for redemption to be invalid.

The decision of the Federal Court of Arbitration of Moscow Circuit as of 13 January 2009 left unchanged the ruling of the Ninth Arbitration Court of Appeals as of 30 September 2008 which had refused in satisfying the claim of OJSC OGK-3 on holding LLC Energospetsremont’s call for redemption of OJSC Tulenergoremont’s shares to be invalid, and on applying consequences of invalidity of the call for redemption.

Pursuant to the Federal Law «On joint-stock companies", LLC Energospetsremont after the acquisition of more than 30% of OJSC Tulenergoremont’s shares, called for redemption of the rest of OJSC Tulenergoremont’s shares. As a minority shareholder of OJSC Tulenergoremont, OJSC OGK-3 considered the specified call as mismatching to legislation requirements, and addressed the Court of Arbitration of Moscow City with the claim on holding the call to be invalid.

In the course of adjudication, the Court of Appeals determined that the call for redemption as a public offer was not a unilateral transaction, whereas this public offer does not create duty for an uncertain group of shareholders to perform actions on alienation of their shares. By non-sending the share sale application, the claimant did not exercise the right to accept this mandatory offer. The Court of Cassation upheld the ruling of the Court of Appeals.

Alexander Bolomatov, advocate of the Law firm “YUST”, and Victoria Nazarova, lawyer of the Law firm “YUST” represented LLC Energospetsremont in the courts of arbitration regarding the abovementioned case.