The deal lacked permission – Kommersant FM
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For the first time, the court overturned a deal carried out without the permission of a government commission. As Vedomosti writes, in the summer of 2022, a subsidiary of a German company sold land and real estate to a Russian businessman. Later, Bauer Technology changed its owner, who decided to go to court. He pointed out that the sale of assets took place without the permission of the legal commission. The first instance court did not satisfy the claim, but the appellate court reviewed the decision. Now the deal will be cancelled.
How did this become possible? Maxim Kuznechenkov, a partner in the Real Estate and Construction practice of Melling, Voitishkin & Partners, believes that the parties may not have known about the need to request permission:
“The CEO and owner are changing. And the new owner files a claim on two grounds. The first is the conclusion of a transaction by the former manager to the detriment of the interests of society, such a complex composition under Article 174 of the Civil Code.
The second is making a transaction in violation of the law under Article 168. This is the more common reason. But in the context of the lack of consent of the legal commission, this is a new story. And the court of first instance described in great detail in its decision why, in its opinion, none of these grounds makes it possible to challenge this deal. The findings were unusual.
But the appeal court, in turn, categorically stated that there was a violation of the law and a contradiction to the public interest of this transaction, and applied bilateral restitution – it ordered the return of money and property to the parties to the agreement.”
Permission from the legal commission must be obtained for any transactions made with persons from unfriendly countries. But not everyone did this, lawyers admit. So there will be more such episodes, says Anastasia Kayukova, head of antitrust and regulatory projects at the Vegas Lex law firm:
“The consequences are actually two-way restitution – this is the return of everything received by the parties to the transaction. Both the asset and the money paid for it are returned.
At the same time, if the parties wish to re-enter the transaction, they can apply in accordance with the established procedure to the government commission, namely the subcommittee under the Ministry of Finance. In practice, such applications are submitted through the supervising relevant federal executive body. Once permission is received, the deal can be concluded.”
The businessman who lost the trial intends to challenge the decision, although lawyers doubt his success. Most likely, he will have to return the property to Bauer Technology, and the company will have to return the proceeds of 130 million rubles to him.
Everything is clear with us – Telegram channel “Kommersant FM”.
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