Maligina's daughter splits: expert comments on what's happening at Olainfarm

–

He said that the shares of Olainfarm are in public circulation, therefore, in accordance with the regulation of the Commercial Law, the rights arising from such shares belong to the person in whose financial instruments account the shares are registered.

“If the heirs have received inheritance certificates but have not agreed on the division of the inheritance, then it is not possible that the shares in question have been entered in each heir’s individual financial instruments account. In this case, each of the heirs is not entitled to sell from Olainfarm “the rights arising from the shares, including the right to request the convening of an extraordinary shareholders ‘meeting or the right to vote at the shareholders’ meeting,” Kārkliņš explained.

He added that if a certificate of inheritance has been received, but no division of the inheritance has been made, the shares are considered to be owned jointly by all heirs. “The Commercial Code stipulates that in such a situation, persons may exercise their rights by appointing a joint representative. Such a representative may be appointed with the unanimous expression of the will of all heirs. If this has not been done, the rights arising from these Olainfarm shares are limited. “For the distribution of the inheritance, each of the heirs cannot individually exercise the rights arising from the shares of Olainfarm,” he noted.

At the same time, Kārkliņš pointed out that the fact that the shareholders do not have voting rights due to the fact that a joint representative has not been appointed does not mean that these persons should not be taken into account when determining the quorum of shares. “It is therefore not a reason for shareholders representing less than 50% + 1 of the voting share capital to take any decisions binding on all shareholders simply because no other shareholder has agreed on a common representative. Yes, they (the group of shareholders) cannot exercise their rights. voting rights, but their shares must be taken into account when determining the quorum, if these shareholders have come to the meeting, “explained the head of the Department of Civil Law of the University of Latvia.

Kārkliņš also emphasized that there seems to be an impression that the specific situation that has arisen is being used in bad faith by other shareholders, “and a reasonable question arises as to whether such conduct is valid at all when the interests of shareholders are ignored on the basis of formal objections.”

Kalvins: in this situation the only winner is the widow Elīna Maligina

–

–
–

“It’s a sister’s betrayal,” Maligina’s daughters no longer talk to each other

–

–
–
–
–

As reported, Baldere-Sildedze, the guardian of Valery Maligina’s daughter Anna Emilija Maligina, and Maligin’s daughter Saveļjeva have requested that an extraordinary meeting of Olainfarm shareholders be convened on the grounds of “preventing the consequences of unfair use of rights by third parties restriction and causing damage to “Olainfarm” “, according to Balder-Sildedze and Saveļjeva’s request to the board and council of” Olainfarm “.

The agenda of the extraordinary shareholders’ meeting also includes a decision to file a claim against the current Chairman of the Supervisory Board of Olainfarm, Pavel Rebenok, his deputy, another heir of Maligin, eldest daughter Irina Maligin, a member of the Supervisory Board Mārtiņš Krieķis, Chairman of the Board Oļegs Grigorjevs.

The extraordinary shareholders’ meeting will also be convened because one of the council members resigned on September 11, therefore it is necessary to elect a new council, because according to the Commercial Law, if the joint stock company shares are publicly traded, the minimum number of council members is five. At the request of Sildedze and Saveljeva. The heirs also demand the withdrawal of the existing one and the election of a new company audit committee.

Rebenoks previously told LETA that after Baldere-Sildedze left the council, a shareholders’ meeting would not be convened to elect a new council. According to him, Olainfarm acted in accordance with the Commercial Law. “An extraordinary shareholders’ meeting can be convened by the board on its own initiative. We discussed it with the board and there will be no such initiative, because the board has a quorum and a quorum. The quorum is enough for three people and currently the board has four. Rebenox.

The Chairman of the Supervisory Board of Olainfarm added that the meeting may also be convened by the Supervisory Board. “In the opinion of the council, this is not necessary, because the council has a quorum. If Signe Baldere-Sildedze has expressed her consent to serve on the council and has not come to any council meeting within a week and then changed her mind, then it is her choice. “convening a shareholders’ meeting is if it is requested by 5% of shareholders. This is also the only possible request, because, as I said, the council and the board will not do it. It is a theoretical possibility,” explained Rebenoks.

Asked whether it would not be possible to challenge any decision of the council on the basis of the Commercial Law, which stipulates that the council of a public joint stock company must have at least five members, Rebenoks replied in the negative, as Olainfarm’s management structure complied with the Commercial Code. “According to the articles of association, Olainfarm’s board of directors must have five members. They were also elected at the shareholders’ meeting. However, this article of the law must be read in conjunction with other articles that determine the quorum required for decision-making.” Chairman of the Board.

Rebenox argued that the heirs should initially enter into an agreement on the division of the inheritance, as it is now a set, each of which owns a third of the notional shares and not specific shares.

On September 4, at the Olainfarm shareholders ‘meeting, changes were made in the company’s council – according to the shareholders’ decision, Ivars Kalviņš, Milana Beļeviča and Ivars Godmanis stopped working in the council, but Pāvels Rebenoks (Mārtiņš Kėlyis and Daina Sirlaka) were appointed in their place. Irina Maligina and Baldere-Sildedze continued their work in the company’s council.

Baldere-Sildedze has resigned as a member of the Supervisory Board since September 11, stating that she has done so because “she considers it impossible to continue working in the Supervisory Board of” Olainfarm “together with the persons who are currently members of it”.

The agency LETA has already reported that Baldere-Sildedze and Saveļjeva have applied to law enforcement authorities to initiate criminal proceedings in connection with raiding in the company, abuse of power and fraud. The applications call for the protection of the interests of Olainfarm, the company’s shareholders and heirs, as the events of recent days indicate an abusive and dishonest takeover of the company. The Applicants are of the opinion that as a result of raiding, Olainfarm may be exploited by deliberately causing significant losses to all shareholders and endangering the future of the company, for which the members of the company’s council and board are personally liable in accordance with the Commercial Law.

Olainfarm Group’s turnover in the first half of 2018 was 61.844 million euros, which is 1.4% less than in the corresponding period last year, but the group’s profit increased by 1.5%, reaching 5.786 million euros.

Olainfarm manufactures finished dosage forms, pharmaceuticals and food supplements, as well as chemicals and active pharmaceutical ingredients. The company’s shares are listed on the official list of “Nasdaq Riga”.