Protection of a participant and manager from subsidiary liability for 31,000,000 rubles
This case began with a classic bankruptcy scenario.A legal entity operating in the construction industry found itself in bankruptcy proceedings. The company wasn't a developer, but the volume of business transactions, assets, and documents was significant.
The bankruptcy trustee filed a petition to hold the director liable for subsidiary liability. The grounds for this claim were allegedly the failure to transfer a full set of documents on the debtor's assets: accounts receivable and inventory. However, the director did transfer some documents.
The claims were later clarified: the trustee added another ground—transactions that, in his opinion, could indicate asset stripping.
The price at issue was 31,000,000 rubles.
Our task wasn't simply to counter the bankruptcy trustee's arguments. We needed to reconstruct the true picture: what was actually transferred, what assets actually existed, what data was reflected in the accounting records, and under what circumstances the reports were prepared.
We began by analyzing the bankruptcy case materials and the available documentation. During the investigation, potential debtors of the debtor were identified, effectively requiring the bankruptcy trustee to more thoroughly review the documents already transferred to him. Otherwise, questions could have arisen for the trustee regarding the completeness of the measures taken and potential losses.
After a detailed analysis of the transferred documentation, it became clear that the assertion of "untransferred" accounts receivable was not supported. Moreover, a different picture was revealed regarding inventories—a significant portion had been written off, which also impacted the assessment of the asset claims.
Particular attention was paid to the circumstances under which the financial statements were prepared. At the end of the reporting year, the director was in custody and then under house arrest for the remainder of the year. Under these circumstances, he was objectively unable to independently prepare, sign, and submit financial statements, meaning he lacked the will and intent to distort the accounting data.
The court took these circumstances into account.
As a result, the claim for subsidiary liability was dismissed in full.
Result: the director and participant are protected from recovery of 31,000,000 rubles.