Tell colleagues about important changes

Finance Director and Chief Accountant

… That cash to pay customs will be no restrictions

Customs Office explained that the advance payments made by traders to the cashier of the customs authority, not the calculations between the two companies, which are subject to limits on cash payments between legal entities.

On this basis, the Federal Customs Service of Russia issued a subordinated customs accept unlimited advances from companies under the forthcoming payment of customs duties.

Note that the document refers to lose its relevance by the Bank of Russia

14.11.01 № 1050-U (limit cash settlement of 60 thousand. Rubles).

But the essence of the document it is clear that it extends to the limit of the newly issued (Note

Central Bank of Russia on 20.06.07

Number 1843-U).

Source: Letter of the FCS of Russia from 28.05.07

№ 01-06 / 19788.

Chief of Staff

… That a customs declaration will not be accepted without a proper employment contract

FCS of Russia published guidelines for credentials persons to lodge a customs declaration. Divisions customs inspection customs authorities ordered to refuse to accept the declaration, if it takes a person who is not a customs broker or a staff member of the declarant.

To avoid fraud, the customs check the worker declarant’s employment contract and the order of appointment, as well as power of attorney, signed by the head of the declarant.

Customs not satisfy any document with the name

«employment contract». Customs Office issued a determination in detail to evaluate the paper to ensure compliance with labor laws. For example, working hours, conditions of compulsory social insurance and so on. N.

Source: Letter of the FCS of Russia from 14.06.07

№ 17-18 / 22137.

to CEO

… That the minimum wage for the penalties canceled

Legislators finally decided to abandon the obscure practice to determine the size of administrative fines in the conditional value, formally called the minimum wage, but not really having any relation to the salary. On July 8, 2007, amendments to the Code of Administrative Offences, according to which the amount of administrative fines are set in rubles. Sami fines actually remained the same.

Legislators simply recalculated on the basis of previous sanctions in force since 2001, the basic amount of the minimum wage «for administrative purposes» of 100 rubles and brought them directly to the Administrative Code. Sanctions have increased only by an insignificant number of violations. For example, the penalty for violation of the order of accounting of ethyl alcohol and alcohol products increased from 20 th. — 30 th. To 70 thousand rubles. — 80 th. Rubles (Art. 14.19

Administrative Code).

Source: Resolution of the Plenum of the Supreme Court of the Russian Federation from 11.05.07 № 24.

«Standard» contracts of a large company. Favorable adjustments will make negotiations

IN THIS ARTICLE

When you do not even try to amend the «model» contract

What you need to take before beginning negotiations

Psychological tricks negotiations with recalcitrant partners

Theory of Civil Law stipulates that parties in civil law relations are equal.

In practice, unfortunately, this equality is not always observed. Almost all large companies prefer to work in their so-called «standard» contracts, initially put the counterpart in frank disadvantage. Do you have a lawyer of a real opportunity in this situation to defend the interests of his own company and convince the partner to make adjustments in the contract? Of course, there is. But it will have to conduct a «live» working with a potential partner.

Signs troubled negotiations

Lawyers are well known to the usual signs of a generic contract major companies, which are forced to turn to the economically weaker counterparties. This is an opportunity to unilaterally change the terms of the deal, exorbitant fines and penalties for any, even insignificant breach of contract partner, the consideration of any disputes in its territory (and in some cases and their arbitration court).

The pros and cons of negotiating on foreign soil are similar to the above.

Of course, the choice of the negotiations depends on each situation, and yet in this case, this article seems more appropriate to negotiate it in its territory.

Model selection negotiations.

In our case, they are not, and the application of this model will not bring any results apart from irritation of the interlocutor.

«Bonus». Suggest a counterparty in excess of contract bonus. He must meet two basic conditions: not to be burdensome to you, and be costly and attractiveness in the eyes of the counterparty.

«Lesser evil». In the process of negotiating a contract item you are bringing a number of possible revisions to the counterparty, starting with the most unfavorable for him, perhaps too hard. Then gradually to acceptable mitigation requirements. Generally, the reaction opponent in this situation also varies from resentment or even aggression in the first sentence to the possible approval at a reasonable version of the disputed points. At the same time your partner does not get the impression that he lost, on the contrary, he believes that «pressed» you need the wording of the contract.

It is important that all these changes were neutral, that is, did not affect the interests of the partner — in fact on you «ask» and the partner should not give the impression that he has already conceded. The use of this technique is very effective for another reason: making these minor changes, you say your opponent in the thought that his «model» agreement can be changed.

«Hitting the competitors.» This method works well when your partner shares virtually the entire market is one, maximum two competing firms. In this case, often for a partner it is more important is not that you sign a contract with him, but that did not enter into such an agreement with his direct competitor. In just two invited talks tough competing companies.

The relationship between these companies are extremely intense (and in preparation for the negotiations, you have considered it), so their representatives between themselves choose an aggressive model of negotiations, and in relation to you — friendly. You just stick to the structural model and to wait — the assignment will not take long to wait.

«The Stand.» Receive works when the transaction is subject to certain property either individually having signs of exclusivity, or things in a limited number.

Related party transaction. How to protect your company from dangerous counterparty relationships

IN THIS ARTICLE

How to recognize a deal with interest

That changed recently explanations

Plenum of the RF

That will secure a deal on claims

«Deprived» shareholders counterparty

At the last meeting of the Plenum of the RF Supreme Arbitration Body judge approved a clarification on how to apply the provisions of the legislation on related party transactions *. This document will be of interest not only to public companies with complex corporate structure.

Pay attention to it is worth all lawyers engaged in the due diligence of any significant projects. After all, over time does not recognize any related party transaction hangs the sword of Damocles — it can invalidate.

But such a deal is not easy to notice. Its structure is complex, the amount of information required is large and not easy to get this information. This is often used dishonest contractors to «undermine» the deal at the expense of your interests.

In this article we will talk about what you need to know about the related-party transactions to protect the rights of the company. What is the danger

«Interested» deals

The companies that are owned by a few

(usually physical) persons, business owners are not inclined to attach to corporate procedures are too important. That situation may not cause trouble, at least until such time as between the owners do not have serious disagreements. However, failure to comply with such procedures a partner may call into question the validity of almost any transaction. And this is a direct threat to the economic interests of the organization.

CASE STUDY. The company, owner of several properties suffered a raider attack. Company aggressor bought more than 25 percent of the shares of the target company, which put serious pressure. However, when the company received a victim of a writ of execution on the return of the building, it was found that it had re-registered with the original purchaser to another person — allegedly

«Bona fide purchaser» In addition, as an additional argument can refer to the fact that due to the analogy of the law (Art. 6 Art. 13 of the APC) mentioned explanation can be applied to the same provision of the LLC.

The basic rules of the «interested» transactions are set out:

— In relation to the limited liability companies

— Article 45 of the Federal Law «On Limited Liability Companies»;

— With respect to joint stock companies

— Articles 81-84 of the Federal Law

«On Joint Stock Companies».

What has changed clarifications

Plenum

As we noted above, still the judge believed that the parties fully bear the risks of invalidation of the transaction. And get rid of the risk based on «ignorance» was unreal. Now, from the resolution number 40, it became clear that the Plenum of the Supreme Arbitration Court nevertheless made an attempt to solve this problem. In paragraph 2 of the document the judge pointed out that the failure to comply with the order of approval of the transaction concerned can not serve as the basis for its invalidation, if the buyer or the beneficiary did not know or should have known about the characteristics of interest. To prove these facts the judge granted the said persons.

In our opinion, in this case, the Plenum

Russian to some extent substitute for the legislator. After all, the relevant rules (Sec. 1, Art. 84 of the JSC Law and p. 5, Art. 45 of the Company Law) does not contain even a hint of what was to «explain.» Despite the overall positive orientation of clarification, it is difficult to imagine how they will be applied in practice. The lack of information about the defendant counterpart, its shareholders, the people who hold positions in government, is still possible to prove something. But how to determine what exactly the defendant should have known? Where and what the limits are defined sufficiently checking contractor? Apparently, there

Plenum of the RF should be given to courts kakielibo additional guidance.

In addition to the above, it must be noted that even with the clarification deal still may invalidate due to the fact that the counterparty (or the beneficiary of a one-way deal) has not shown due diligence and reasonableness.

Attention is drawn to the fact that, despite the name, is formally related to both stock and to the Company, from the text of Resolution number 40 it is clear that it applies only to AD. Therefore, if your company has the shape of a counterparty, it is necessary to increase their vigilance. The risk of invalidation of transactions with this form of society is now higher than for transactions with JSC. Compliance with this situation of civil doctrine, apparently, still awaits confirmation in judicial practice.

As camouflage

«Stakeholders» of the transaction

Earlier we talked about how to reduce the risks associated with the use of «interested» transactions counterparties for hostile actions against your organization.

But the company educated lawyer should monitor compliance with corporate law and private companies. It often uses management «The interested» transaction «for its intended purpose.» That is in the interests of specific «right» people. And the larger the company, the branched its corporate structure, the more she’s shareholders (participants), the higher the risk.

Sophisticated business executives Companies are well aware of the need for the approval of related party transactions.

Therefore, in practice, there are various ways to circumvent the rules on such transactions. Here most of them running.

These methods usually do not have independent economic purpose and aimed solely at avoiding the need to comply with the provisions of related party transactions.

This fact can be used to challenge such schemes and still achieve the recognition of such transactions void as alleged (judgment of federal arbitration courts of the East

Siberian District from 22.11.05 № A33-7652 / 05-

F02-5795 / 05-C2 and from the Volga region

05.03.05 № A72-6765 / 04-21 / 147).

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