Protected client assets worth over 2 billion rubles
CPO Group lawyers protected the client's assets by developing a strategy with an option and corporate agreement and helped to maintain control over the company in the face of sanctions risks
Many beneficiaries and participants in corporations have had problems since the imposition of sanctions, when the risks have increased manifold and the possibility of being subject to restrictions has become real. Such situations present many challenges, and participants in organizations need qualified legal assistance more than ever. CPO Group lawyers were able to provide a solution for a client with a complex problem.
Situation
The story began when the real beneficiary of a large organization faced the risk of sanctions and was forced to withdraw from the company. Obviously, having huge assets, the real owner of the corporation cannot completely withdraw from management. The client followed the classical path: after withdrawing from the company, he transferred management to a close relative, who became the formal owner of 100% of shares in the authorized capital. However, later on there was an "unexpected" turn: the relative was married. This meant that a 50% stake in the company could go to the relative's spouse as property acquired during the marriage. The client could have lost about 2 billion rubles. To eliminate such risks, the client turned to CPO Group.
Our actions
First of all, the lawyers made a detailed analysis of the situation, and found two ways out, each of which deserves attention.
The lawyers' first suggestion was to enter into an agreement to grant an option on the share. An interesting move was devised here: the client was given the opportunity to buy back 100% of the shares from the formal owner on condition that the sanctions against him were lifted. In this way, the client could formally return to managing the company after all risks had passed, without losing real control during the sanctions period. At the same time, however, the spouse of the relative could not now claim to receive the share, because the option granting agreement assumes that there is already a person who has bought out the share. This means that the regime of joint ownership of spouses does not apply and at the division of property the spouse will not be able to claim half of the shares in the authorized capital.
The second idea of lawyers is to conclude a corporate agreement. After signing such an agreement, the client would be able to manage the company even though he was not a participant. The mechanism was set up in such a way that the relative, aka formal beneficiary, had to coordinate all key decisions with our client. This mechanism allowed the client not only to protect the organization's assets, but also to prevent rash corporate decisions.
The client agreed to the proposed options, and the agreement and corporate contract were concluded. As a result of this work, the lawyers of CPO Group not only identified the real creditor and beneficiary of the organization, but also managed to protect the client's assets worth over RUB 2 billion. In addition, the lawyers helped the client to retain real control over the organization during the sanctions period and to return formal control over the company in the form of 100% shares to the real owner.
In conclusion, in similar situations, it is important to contact competent professionals in time. Experienced lawyers will study your situation in detail, offer the most appropriate option for its resolution and prevent problems and expenses.
The lawyers' first suggestion was to enter into an agreement to grant an option on the share. An interesting move was devised here: the client was given the opportunity to buy back 100% of the shares from the formal owner on condition that the sanctions against him were lifted. In this way, the client could formally return to managing the company after all risks had passed, without losing real control during the sanctions period. At the same time, however, the spouse of the relative could not now claim to receive the share, because the option granting agreement assumes that there is already a person who has bought out the share. This means that the regime of joint ownership of spouses does not apply and at the division of property the spouse will not be able to claim half of the shares in the authorized capital.
The second idea of lawyers is to conclude a corporate agreement. After signing such an agreement, the client would be able to manage the company even though he was not a participant. The mechanism was set up in such a way that the relative, aka formal beneficiary, had to coordinate all key decisions with our client. This mechanism allowed the client not only to protect the organization's assets, but also to prevent rash corporate decisions.
The client agreed to the proposed options, and the agreement and corporate contract were concluded. As a result of this work, the lawyers of CPO Group not only identified the real creditor and beneficiary of the organization, but also managed to protect the client's assets worth over RUB 2 billion. In addition, the lawyers helped the client to retain real control over the organization during the sanctions period and to return formal control over the company in the form of 100% shares to the real owner.
In conclusion, in similar situations, it is important to contact competent professionals in time. Experienced lawyers will study your situation in detail, offer the most appropriate option for its resolution and prevent problems and expenses.
