Anastasia Samusenko commented for DP the attempt of LOMO co-owner to challenge the sale of the Neva resort in Sochi

Vasiliy Ilyichev, owner of a 25.1% share in LOMO, has filed a lawsuit requesting the court to invalidate the purchase and sale agreement for the Neva resort, which was previously owned by the company. The 458-bed rehabilitation and health centre located in Sochi was purchased by Megapolis-Invest Management Company LLC in September 2020. The transaction amounted to RUB 996 million with a market valuation of RUB 978 million. However, according to Vasiliy Ilyichev, the properties were sold at a significantly underestimated price. According to the valuation carried out by the LOMO shareholder, the value of the resort should have been twice as high. A court examination to determine the market value of the rehabilitation and recreational complex will soon be appointed by the Arbitration Court of St Petersburg and the Leningrad Region.

Anastasia Samusenko, Associate at Maxima Legal, told “Delovoy Peterburg” that “shareholder or participant disputes over transactions made by the company are among the most common types of corporate disputes in litigation practice. However, more often such disputes are related to non-compliance with the procedure of approval of transactions stipulated by the current legislation or the company’s charter. That is, large deals and related party transactions entered into by a company without proper approval by the board of directors or general meeting of shareholders/participants are challenged.

Anastasia noted that the number of such disputes has slightly decreased in recent years, which is most likely due to the fact that the legislator has changed the criteria for defining major transactions and related-party transactions, approaches to their approval, as well as provided limitations allowing to challenge such transactions only by shareholders / participants having a certain interest in the company. “Of course, the circumstances of each specific case are individual and, where possible, the courts try to maintain the stability of the civil turnover; however, quite often decisions are made in favour of the shareholder. It is quite possible that the market value of the property increased significantly between the time the transaction took place and the time the claim was filed (as has happened in the past year and a half with many properties in St Petersburg), including in view of the changes made by the new owner”, explained Anastasia Samusenko.

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