Transposing into reality our firm's motto "Deeds not Words" and as another example of innovative and effective litigation acting on behalf of the Plaintiff in a complex shareholders' dispute (involving breach of contract, tortious interference, breach of fiduciary duties and declaratory judgment claims) against opponent seeking to undermine client's position and prior orders issued by the Court, our law firm has obtained an order, on 17 September 2015, an ex parte basis by the District Court of Nicosia, Cyprus, ordering, inter alia, the appointment of an Interim Receiver and/or Manager of a Cyprus company and its Russian subsidiary and of their assets until further order of the Court or until the final adjudication of the main action.
Receivership orders only rarely issued by the Cyprus Courts specially when motions are presented without notice to the other party as they are considered of the most intrusive nature into the affairs of a private company. Providing value and successfully advocating clients' cause, the aforesaid achievement of effective commercial litigation results from the traits developed by our litigation team, hard earned while handling a wide variety of cases and corporate disputes.
The Court may appoint a receiver or a receiver and manager of a company or specified assets at the instance of a person who claims that he owns assets which have been improperly transferred to the company, or at the instance of a shareholder, or creditor if assets are in jeopardy because of the risk of misappropriation or dissipation by those in control of its affairs.
A receiver is an individual appointed by a court order, which may be made prior to commencement of proceedings, or at any time after the commencement of proceedings including after judgment, to receive, and if authorised by the court also to manage, specified assets and to deal with them as authorised under that order. The order will therefore only be appropriate in cases where an injunction is insufficient on its own. Such cases are only likely to arise where there is a measurable risk that, if it is not granted.
Likewise within the framework of the aforementioned proceedings, interim prohibitive and conservative orders have been issued on an ex parte basis, against the companies, their officers and authorized representatives. Such orders concern the freezing of the current legal state and the maintenance of the shareholding status quo and shareholding structure of the companies.
The Interim Receiver and Manager appointed has been vested, amongst others, with the following powers:
- To obtain full access to all internal matters and materials of the companies, necessary for the exercise of his duties;
- To act as Interim Receiver and/or Director of the business and of all the assets of the companies and any documents and information related with corporate matters of the same;
- Exercise all the voting rights as well as any other rights held by the companies in their capacity as shareholders in other legal entities aiming to protect and maintain the value of their assets;
- To proceed with the completion and/or execution and/or filing of any form and/or document to the Registrar of Companies and/or the familiar Russian authority without needing the prior consent of the existing officers of the aforementioned companies;
- Carry on the operations and manage the affairs of the companies.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
