RusBankrot
We know everything about bankruptcy
05/12/2025
Friday
THIS DAY IN HISTORY:
5 December 
1936 The Stalinist Constitution of the USSR was adopted.
1936 the Stalinist constitution of the USSR was adopted.
1484 Pope Innocent VII initiated the "witch hunt".
1456 An earthquake that destroyed Naples occurred - 35 thousand people died.
1456 occurred an earthquake that destroyed Naples - 35 thousand people died.
5 December
1936 The Stalinist Constitution of the USSR was adopted.
1936 the Stalinist constitution of the USSR was adopted.
1484 Pope Innocent VII initiated the "witch hunt".
1456 An earthquake that destroyed Naples occurred - 35 thousand people died.
1456 occurred an earthquake that destroyed Naples - 35 thousand people died.
THE ISSUE PRICE: HOW TO DETERMINE THE REAL VALUE OF THE DEBTOR'S SHARE IN THE AUTHORIZED CAPITAL
The manager applied to the court to challenge the terms of the purchase and sale agreement for a share in the company's authorized capital (case no. A40-254860/21).
In rejecting the application, the courts of two instances pointed to the marketability of the contested condition on the price of the share purchase agreement, recognizing as acceptable evidence the business plan drawn up by the debtor's beneficiary, as well as the assessment report submitted by the defendant, recognized as a document that does not contain information of evidentiary value.
The cassation sent the dispute for reconsideration, pointing out the following:
The manager refers to the erroneous assessment of the value of the disputed share, and the defendant's awareness of the illiquidity of the share being sold. Since the dispute materials contain different estimates of the value of the share, the courts should have invited the parties to the dispute to consider appointing a forensic examination, however, the request for an expert examination submitted by the bankruptcy trustee was rejected and the bankruptcy trustee was asked to submit a report.
This report was submitted to the dispute materials and contained a conclusion on the value of the share in the amount of 1 ruble, which was subsequently not taken into account by the courts when adopting the judicial act.
The courts also failed to assess the fact that a year before the conclusion of the contract, another person acquired, on the basis of a purchase agreement, a share in the company's authorized capital in the amount of more than 25% for a significantly lower amount. The manager argued about the defendant's affiliation, due to the existence of business relations with other persons, as indicated by the existence of loan agreements, and also established in the court ruling, which indicated the personal acquaintance of other persons with the company's participants, the fact of financing the company's activities.
At the time of the acquisition of the share in the authorized capital of the company, the company's debt to the debtor, which had been formed earlier, amounted to a significant amount, which had not been repaid by the time of the commencement of bankruptcy proceedings against the debtor.
Photo: Freepik
In rejecting the application, the courts of two instances pointed to the marketability of the contested condition on the price of the share purchase agreement, recognizing as acceptable evidence the business plan drawn up by the debtor's beneficiary, as well as the assessment report submitted by the defendant, recognized as a document that does not contain information of evidentiary value.
The cassation sent the dispute for reconsideration, pointing out the following:
The manager refers to the erroneous assessment of the value of the disputed share, and the defendant's awareness of the illiquidity of the share being sold. Since the dispute materials contain different estimates of the value of the share, the courts should have invited the parties to the dispute to consider appointing a forensic examination, however, the request for an expert examination submitted by the bankruptcy trustee was rejected and the bankruptcy trustee was asked to submit a report.
This report was submitted to the dispute materials and contained a conclusion on the value of the share in the amount of 1 ruble, which was subsequently not taken into account by the courts when adopting the judicial act.
The courts also failed to assess the fact that a year before the conclusion of the contract, another person acquired, on the basis of a purchase agreement, a share in the company's authorized capital in the amount of more than 25% for a significantly lower amount. The manager argued about the defendant's affiliation, due to the existence of business relations with other persons, as indicated by the existence of loan agreements, and also established in the court ruling, which indicated the personal acquaintance of other persons with the company's participants, the fact of financing the company's activities.
At the time of the acquisition of the share in the authorized capital of the company, the company's debt to the debtor, which had been formed earlier, amounted to a significant amount, which had not been repaid by the time of the commencement of bankruptcy proceedings against the debtor.
Photo: Freepik
19.06.2025
