Corporate Shareholder and Joint Venture disputes form a substantial part of Rupert’s practice. His cases have involved complex issues relating to:
- breaches of directors’ duties (including fiduciary and disclosure duties and conflicts of interest);
- challenges by minority shareholders to decisions of boards of directors;
- disputes over share issues and transfers (including the enforcement of put and call options and the enforcement of pre-emption rights) and the validity of a purchase by a company of its own shares;
- challenging share dilutions;
- breaches of management and related obligations under shareholder/joint venture agreements;
- breaches of warranties and representations in M&A contracts;
- waiver of statutory formalities;
- unfair prejudice petitions; and
- insolvency (winding-up petitions and related claims and applications).
Many of Rupert’s commercial contract cases involve the defence that the contracts sued on were not properly authorised under the corporate law of the Defendant’s place of incorporation. These issues have frequently arisen in his cases from the CIS-region. As a result, Rupert has acquired an extensive understanding of ‘the major transaction regime’ under the corporate and bankruptcy laws of Ukraine, Russia, Belarus and Kazakhstan; procedural and limitation issues applicable to this regime; and the powers of a CEO and Bankruptcy Manager under the Civil Codes and corporate and bankruptcy laws of these jurisdictions to transact on behalf of local companies.
Examples of Rupert’s corporate, shareholder and joint venture experience include:
SCC Arbitration 
A multi-billion USD claim (under UNCITRAL Rules) for an alleged breach of a shareholder agreement (SPA) relating to the operating of an oil pipeline. The dispute relates to the distribution of dividends between shareholders in a joint venture company that operated the pipeline. Issues involved include: the jurisdiction of the Tribunal to consider the reference, taking into account SPA’s the pre-arbitration procedure; whether the Claimant’s claims are statute-barred and/or brought in breach of its duty of good faith; interpretation of the clauses relating to the distribution of dividends; whether those terms gave rise to binding obligations or amounted to an unenforceable agreement to agree.
Tyurina v Bissembayev AIFC-C/SCC/2022/0027
Represented the Claimant in $300 million shareholder dispute before the Astana International Centre Court. This dispute involved in the diversion by a director and major shareholder of a joint venture oil company of an opportunity to purchase two oil fields in Kazakhstan. The issues involved included: the Court’s freezing injunction powers; breaches of directors’ duties; and unfair prejudice petition relief under the AIFC Companies Regulations (2017).
LCIA Arbitration 
A $60 million claim relating to the dilution of the assets of a CIS joint venture through the unauthorised transfer of shares in an intermediate holding company. Issues: the jurisdiction of the Tribunal to bring a claim against a co-Respondent (UBO) who had procured the dilution; the governing law of the joint venture agreement (taking into account linked finance agreements); and the scope of good faith obligations in the joint venture agreement.
Harbour Fund III v Kazakhstan Kagazy Plc  EWHC 1128 (Comm)
An £80 million claim relating to the validity of variations to a litigation funding agreement entered into by the CEO of a Kazakh-registered company in Rehabilitation (administration). Issues included whether the variations required the approval of the company’s creditors and whether the CEO was authorised under the Kazakhstan Laws on Joint Stock Companies and on Rehabilitation and Bankruptcy to enter those variations. The case involved liaising closely with the client’s expert evidence in the preparation of expert reports on these issues and cross-examining the opposing party’s expert on them.
Advisory work/Settlement Negotiations 
Advised a shareholder in a Kazakh/Russian Joint Venture (in the media sector) on: breaches of a share purchase and shareholder agreement arising from the failure of the JV board to implement an agreed business plan for the global development of the company; and the legal remedies available to the shareholder in terms of damages, loss of profit and other forms of compensation.
Bestolov v Povarenkin  EWHC 1992 (Comm)
A claim for payment of US$10 million due under a joint-venture agreement. Issues: allegations of fraudulent misrepresentation; governing law issues; Russian law on limitation (including the circumstances in which the usual contractual limitation period may be suspended) and contractual interpretation under the Russian Civil Code. The case involved liaising closely with the client’s expert evidence in the preparation of reports on these issues and cross-examining the opposing party’s expert on them.
LCIA Arbitration 
A US$20 million claim under an M&A contract for the payment of the purchase price of shares in the owner of 4 uranium mine. The issues involved included allegations of negligent and fraudulent misrepresentation on the part of the seller; deceit; reliance; and quantum.
LCIA Arbitration 
A claim for US$80 million project management fees in relation to a substantial residential construction in Russia. Issues: validity of supplementary agreements executed by the developer’s CEO; authority of a CEO under the Russian Law on Joint Stock Companies to enter into ‘a major transaction’ on behalf of the company (including issues of limitation and whether the supplementary agreements were entered into in the course of the developer’s ordinary business operations). The case involved working with the client’s expert evidence on the preparation of reports on these issues and cross-examining the opposing party’s expert on them.
Maximov v NLMK 
Claim to enforce a RUB 8 billion ICAC award relating to payment due under a Share Purchase Agreement for shares in OJSC Maxi-Group. Issue: The award was set aside by the Moscow Arbitrazh Court and the Claimant sought to enforce it, nevertheless, by arguing that the judgment of Moscow Court should not be recognised on the grounds of bias.
LCIA Arbitration 
A claim for the return of a deposit paid under a share purchase agreement for shares valued at c.USD 75 million in a Russian oil and gas exploration company. Issues: contractual interpretation of the SPA (and whether it required the seller to return advances on the purchases price); whether a term providing for the forfeiture of those advances in particular circumstances amounted to a penalty and, therefore, was unenforceable; relief against forfeiture; restitution; waiver; and forbearance/estoppel.
New Media Holdings Ltd v Kuznetsov  EWHC 360 (QB)
A claim for the enforcement of a put option relating to shares in a Latvian company. The principal dispute concerned the validity of the option agreement, specifically whether the parties intended to contract when they signed it; or whether it was merely a preliminary agreement which was not intended to be legally binding until certain corporate approvals had been obtained. The case involved the application of Latvian corporate law on shareholder rights.
Yugraneft v Abramovich, Millhouse Capital (UK) Ltd and Berezovsky  All ER (D) 299 (Oct).
A $2 billion claim against a Russian citizen and his English holding company relating to an alleged fraudulent dilution of shares in a joint venture (Russian) company. The issues involved the application of Russian Joint Stock Company Law on the corporate approval procedure for the issue of additional shares in a joint stock company; the limitation period and procedure setting aside a decision approving the issue of additional shares and when that limitation period is deemed to commence. The case involved liaising closely with the client’s Russian law expert in the preparation of a report on these issues.