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.
Verification of the reasonableness of expenses for the issuer's legal services
The manager applied to the court to challenge the debtor's payments to the company (case no. A21-11494/23).
The court of first instance, having established the affiliation of the defendant and the debtor, taking into account the signs of insolvency and insufficiency of the debtor's property during the specified period, concluded that the disputed payments were made with the aim of harming the property rights of the debtor's creditors and there were grounds for invalidation under paragraph 2 of the article of the bankruptcy law, the application of the consequences of their invalidity in the form of the defendant's money in favor of the debtor.
The appeal refused to satisfy the application. The Court of Appeal found that the debtor had received an equivalent counter-provision of the service agreement in the form of legal and consulting services rendered, the fact of the actual provision of services by the defendant is confirmed by signed acts on services rendered, acts of reconciliation, agent's reports, texts of written consultations on corporate legal issues. The need for specific legal services of a narrow focus was determined by the organizational and legal form of the debtor. If there is no corporate secretary position in the staff, such services could be provided by an outside organization.
The cassation upheld the ruling of the first instance, since there was no economic feasibility of involving a third-party organization to provide these services with quarterly payment, and the case materials do not contain evidence to the contrary. The Court of cassation takes into account that the service agreement was concluded with a person affiliated with the debtor.
Contrary to the conclusions of the Court of Appeal, the defendant did not refute the bankruptcy trustee's arguments about the lack of proper evidence of the actual performance of the service agreement, and the defendant did not provide any documents to support the objections.
The District Court also took into account that the defendant is not a professional participant in the securities market, does not have a license for the relevant type of activity, and therefore could not provide the Company with services for maintaining the register of shareholders.
This circumstance also confirms the conclusion by the company (the issuer) and the registrar of a service agreement for maintaining the register of holders of registered securities, the subject of which duplicated the subject of the service agreement.
Photo: Freepik
The court of first instance, having established the affiliation of the defendant and the debtor, taking into account the signs of insolvency and insufficiency of the debtor's property during the specified period, concluded that the disputed payments were made with the aim of harming the property rights of the debtor's creditors and there were grounds for invalidation under paragraph 2 of the article of the bankruptcy law, the application of the consequences of their invalidity in the form of the defendant's money in favor of the debtor.
The appeal refused to satisfy the application. The Court of Appeal found that the debtor had received an equivalent counter-provision of the service agreement in the form of legal and consulting services rendered, the fact of the actual provision of services by the defendant is confirmed by signed acts on services rendered, acts of reconciliation, agent's reports, texts of written consultations on corporate legal issues. The need for specific legal services of a narrow focus was determined by the organizational and legal form of the debtor. If there is no corporate secretary position in the staff, such services could be provided by an outside organization.
The cassation upheld the ruling of the first instance, since there was no economic feasibility of involving a third-party organization to provide these services with quarterly payment, and the case materials do not contain evidence to the contrary. The Court of cassation takes into account that the service agreement was concluded with a person affiliated with the debtor.
Contrary to the conclusions of the Court of Appeal, the defendant did not refute the bankruptcy trustee's arguments about the lack of proper evidence of the actual performance of the service agreement, and the defendant did not provide any documents to support the objections.
The District Court also took into account that the defendant is not a professional participant in the securities market, does not have a license for the relevant type of activity, and therefore could not provide the Company with services for maintaining the register of shareholders.
This circumstance also confirms the conclusion by the company (the issuer) and the registrar of a service agreement for maintaining the register of holders of registered securities, the subject of which duplicated the subject of the service agreement.
Photo: Freepik
18.08.2025
