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Corporate Governance
The iLAW practise in the corporate law and management covers all aspects of representation of the interests of modern business owners. The corporate law practice group brings together the experienced professionals in their field of specialisation who consult small and medium-sized business owners and managers on the relevant matters of corporate governance.
Incorporation, management, reorganisation, restructuring, dissolution and liquidation of public and private limited liability companies, implementation of the rights and obligations of shareholders, incorporation of foreign branches and termination of their activities.
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We represent the interests of our clients in pre-trial authorities and commissions, courts, state enterprises, establishments, organisations, public administration institutions and help them to achieve a maximum favourable result irrespective of the nature of violation or the established situation.
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- We have represented the interests of shareholders in the sale of shares in the amount of EUR 120,000 to a third person, by refusing to sell them to other shareholders of the company who wanted to exercise their right of priority to acquire these shares.
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We have represented the interests of the company (defendant) and part of its shareholders (defendants) in judicial disputes in a group of civil cases and defended them: (1) against the preventive action lodged for the prohibition of the sale of company's shares (the case was closed when the claimant withdrew from his claim); (2) against the action lodged for the recognition of the agreement on the purchase and sale of company's shares as null and void (the action was rejected in full); (3) against the statement for the initiation of investigation of company's activities (the action was withdrawn and the case was closed); (4) against the statement for the initiation of bankruptcy proceedings against the company (the proceedings resulted in the conclusion of a peace agreement and the case was closed); (5) against the statement lodged against the company's general director for the committed administrative violation of the law, i.e. failure to observe the statutory obligation to convene the ordinary general meeting of shareholders and to notify each shareholder hereof (a fine in the form of warning was imposed).
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We have represented the interests of the part of shareholders in the extraordinary general meeting of shareholders when deciding on the dismissal of company's general director and election of a new general director, in case of opposition of the remaining part of shareholders, in order to record the meeting with the bailiff.
- We have established over 1,000 companies for the Lithuanian and foreign businesses – as early as at the stage of incorporation we offer our client to ensure effective control of business and to prevent any future difficulties that could emerge in relations among the shareholders.
- For over 10 years, we have prepared packages of documents contributing to the safe transfer of shares and due regulation of shareholders' relations.
- We work with funds investing in information technologies and start-ups offering innovative solutions and we determine the most suitable management and control structure as well as financing procedure.
- We represent clients in shareholders' disputes in order to reach a peaceful resolution of the problem or in the course of litigation.
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We represent the interests of creditors and shareholders of bankrupt companies in judicial disputes regarding unlawful actions performed by the managers of companies leading to the fraudulent bankruptcy of companies and cause of considerable property damage to the creditors.
- In 2012 – 2015, we represented the interests of company's shareholders and managers in a group of related civil cases wherein one of the largest banks of the Republic of Lithuania had filed claims against the shareholders and managers regarding the compensation of damage resulting from unlawful actions (leading of companies to a fraudulent bankruptcy, unlawful payment of dividends, failure to ensure the balance of pledged goods-reserves, conclusion of void (disputed) transactions, etc.). The matters related to the property claims in the amount of EUR 700,000, recognition of transactions concluded by shareholders and managers as invalid were settled in the case. We managed to reach a peaceful settlement with a bank in this case by paying a compensation in the amount of EUR 80,000 and complete all the judicial disputes that had been lasting for over seven years.
- We have defended the interests of creditors in the amount of over EUR 230,000 in a fraudulent bankruptcy case. We managed to prove that one of the largest companies operating in the field of mobile phone programming and software development was brought to bankruptcy by using the 'phoenix' bankruptcy scheme where a new company takes over the activities, clients, employees, etc. of the old one, whereas the old one remains with the debts and eventually goes bankrupt. The unlawful use of trademark has been proven.
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- We defend and represent our clients in criminal cases in the areas of corporate governance, business-to-business relationships and corporate relationships with public authorities.
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Our criminal defense attorneys advise clients on the ways to avoid problems before they result in formal law enforcement investigations.
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Asssociate Partner Audrius Pestininkas is a former prosecutor.
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We have represented a client in a case regarding the defending of business reputation of legal persons. In their Ruling No A438-993 / 2014 of 12 February 2014, the Extended Panel of Judges of the Supreme Administrative Court of Lithuania explained that the Office of the Inspector of Journalist Ethics (OIJE) is authorised to defend not only the honour and dignity of natural persons, but also the business reputation of legal persons. As the Ruling stipulates, in case of establishment of a damage caused to the business reputation of legal persons, the OIJE may apply the enforcement measures stipulated in the Law on Provision of Information to the Public – to warn on the violation of the laws and request their rectification. However, it is first of all necessary to apply to the media for removal or refutation of certain publications and only then to file a complaint with the OIJE.
Another possibility to defend reputation is provided to the company according to Article 2.24 of the Civil Code. Where erroneous data were publicised by a mass medium, the company about whom the data was publicised shall have the right to file a refutation and demand the given mass medium to publish the said refutation free of charge or make it public in some other way. In case of failure to do so, the company shall lodge an action in the court and request the recognition of disseminated information as erroneous, to make public refutation and to compensate any damage caused.
If the opinion degrading the business reputation is unfairly disseminated by mass media (e.g. in website's comments section), the manager of the mass media mean shall be responsible for the disseminated information, unless it is revealed that the mass media mean has not actually managed and controlled the comments of users.
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- The total value of transactions wherein the specialists of iLaw helped to sell or acquire shares amounts to millions of euro: we provided representation in the purchase and sale of the shares of companies and their groups engaged in information technologies, medicine, logistics, waste management, public relations, wholesale and many other fields.
- In mergers of the groups of companies operating in the market of construction products, iLaw processionals provided assistance in ensuring the pre-assessment of the impact on the market and timely receipt of permits of the Competition Council for closing of the transaction.
- We process documents and formalities of the accounting of shares: organise the notarial approval of transactions, prepare documents for securities accounts, lists of shareholders, share certificates.
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- We have represented the insured person in a case for recognition of event as non-insured that resulted in formation of the practice regarding the interpretation of essential terms and conditions of insurance contracts. After demonstration of the indefiniteness of the rules of insurance when listing non-insured events, the obligation of the insurer to compensate the damage incurred by the insured person in a road accident has been established. All losses incurred by the client of iLAW have been compensated.
- We have represented a client in a dispute with the insurance company regarding the unlawful reduction of insurance benefit, where a case-law has been formed regarding the causal relation between the violation of the rules of insurance on the part of the insured and the right of the insurer to reduce the insurance benefit. After demonstration of the unlawfulness of the decisions made by the insurer, the entire insurance benefit compensating the losses incurred in the road accident has been paid to the client.
- We have represented a forwarder in a civil case regarding the compensation of damage due to the loss of cargo in the course of international carriage. We have proved the liability of the carrier according to the provisions of the CMR Convention on the Contract for the International Carriage of Goods by Road and the consignor has been compensated for the value of the lost cargo in the amount of over EUR 30,000.
- We have represented a consignor before the Supreme Court of Lithuania when deciding on the civil liability of the carrier in international carriage, where the cargo was loaded by the consignor and interpretation of carriage agreements. The case-law regarding the special risk factors has been developed. The conditions eliminating the liability of carrier have been denied in this case, the carrier's liability for undue performance of the duties of the carrier according to the provisions of the CMR Convention on the Contract for the International Carriage of Goods by Road has been proven and the total value of the damaged cargo has been compensated to the client.
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- We have established a number of local company branches in other cities and foreign company branches in Lithuania.
- We assist our clients in making decisions on the choice of a branch, representative office or a separate company as the most suitable option according to its activities.
- We provide consultations on the legal status of branches and representative offices, accounting obligations and taxation procedure.
- We have assisted an international group of companies in liquidation of its branch in Lithuania.
- We have consulted clients on the limits of liability of the branch and a possibility of not only the branch, but also the company that established the branch to be involved in the judicial proceedings and to submit claims.
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- We have assisted a number of businesses engaged in different activities in choosing the most suitable governance structure in order to manage legal risks, to reduce the administrative burden and to optimise the taxation.
- We have prepared draft investment documents and their practical application manual (for constant work with documents) to the fund investing in start-ups.
- We have represented a company engaged in the field of information technologies in attracting and formalising the financing of investment fund for development and commercialisation of an innovative product.
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- For more than 10 years, the members of iLAW team have assisted in choosing or changing the names for various start-ups or renewing businesses.
- We provide assistance in registration of company names made of foreign language words.
- We make a pre-check if a chosen name can be registered, if there is no risk of receiving any claims regarding the use of the name - if there are no analogous or similar names or trademarks.
- We have consulted a number of companies the flow of clients and profit whereof was unlawfully directed to the competitors having misleadingly similar names – we have provided representation in the cases regarding the obligation to change the names, compensation of losses and defending of business reputation.
- We consult shareholders and managers on the formation, competencies and activities of governance bodies of private and public limited liability companies.
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- We have prepared the options to a number of companies planning to attract investors through which the shares of minor shareholders could be repurchased by the major shareholder in case of appearance of the investor. Thus, we have ensured rapid negotiations that involve only a buyer and a major shareholder and a possibility for the minor shareholders to receive the sums of at least the same amount as they requested.
- The iLAW specialists have helped a marketing company to ensure that through the option the partner joining the business could become the company's shareholder and could participate in the governance and distribution of profit only after ensuring the promised increase in the company's turnover.
- We have helped many companies to choose innovative methods of promotion of employees – to provide options to employees that they could realise and acquire the shares after achieving the performance targets set to them.
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- We have advised a company operating in the real estate market to attract the joining investor by issuing and selling the emission of convertible bonds to the investor – it resulted in immediate receipt of financing and the investor could quality for a share of profit only at the maturity of the agreed term.
- We have advised a company searching for new methods of promotion of employees to issue preference shares: having acquired such shares, the employees could quality for the share of company's profit, however, could not vote in making shareholder decisions on the governance matters.
- We have helped a company to issue a bond emission and an investment fund to acquire the bonds issued by the selected company, thus, providing the company with a capital necessary for the acquisition of the plot of land and development of the real estate project.
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- We provide clients with regular debt control and recovery services in both extra-judicial and judicial procedure.
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For many years, we have been providing successful legal representation to one of the largest groups of companies engaged in the sale of argro-chemical goods in cases regarding the recovery of debts.
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In 2015, we recovered a debt of over 2 million euro to one of agro-market companies.
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In 2014, we successfully completed a 5-year long recovery of EUR 35,000 to the benefit of clients from the bankrupt company, by establishing and awarding damage from the bailiff who conducted the recovery.
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