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The Law firm "YUST" successfully defended the interests of the OJSC “Sterlitamak Machine Tool Plant” in arbitration courts in a dispute over the validity of a transaction


The Federal Arbitration Court of the Moscow District by its ruling dated 4 August 2010 upheld the decision of the Arbitration Court of the City of Moscow dated 2 February 2010 and the ruling of the Ninth Arbitration Court of Appeal dated 12 April 2010 on the case № А40-45904/08-138-384. The courts dismissed the claim to rule invalid the agreement of sale and purchase of shares of the OJSC “Leasing company M.T.E.-finance” executed between the LLC “Mars” (the seller) and the OJSC “Sterlitamak Machine Tool Plant” (the buyer) and to apply the consequences of invalidation of the transaction.

The LLC “V.V.P.”, a shareholder of the LLC “Mars”, filed the claim to rule the transaction in question invalid based on the premises that this was a large-scale transaction. To ground its claim LLC “V.V.P.” alleged that LLC “Mars” had violated the requirements of the Federal Law of 08.02.1998 № 14-FZ “On Limited Liability Companies” established for execution of large transactions. The claimant alleged that he had never approved the transaction, and also invoked that he had not even been aware of the transaction.

The representatives of OJSC “Sterlitamak Machine Tool Plant” declared, on the contrary, that the limitation period for bringing the claim had expired, as approximately two years had passed since the contested transaction execution. The defendant also presented proof that the claimant could not have failed to be aware about the deal, despite the claimant’s allegations.

The Arbitration Court of the City of Moscow considered as justified the arguments of the representatives of the OJSC “Sterlitamak Machine Tool Plant” and ruled to dismiss the claim of the LLC “V.V.P.” The Court based its decision on the provisions of the Federal Law “On Limited Liability Companies” that govern the matters of holding regular annual shareholders’ meetings. According to these provisions, the claimant took part in such a meeting of the LLC “Mars” shareholders and inspected all corporate and financial documents, including those pertaining to the contested transaction.

Alfiya Dausheva and Rodion Smirnov, lawyers at the Law firm "YUST", represented the OJSC “Sterlitamak Machine Tool Plant” in the arbitration proceedings.

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