On November 23, 2017, the Interfax-Ukraine News Agency’s press center held a press conference entitled “Astarta-Kyiv Agroholding Declares War to Minority Owners and Managers of their Agro-Companies“.
Owners of the public company Astarta-Kyiv Agroholding, which is a listed company on the Warsaw Stock Exchange, have decided to get rid of the minority owners, namely the Dovzhenko Agro-firm and Dobrobut Private Agricultural Joint Stock Company, based in the Poltava region, by unlawfully holding the general meeting of the company members and concluding contracts with general directors, provisions of which contradict the legislation of Ukraine.
The press conference was organized at the initiative of Viktor Skochko, a co-founder, general director of the Dovzhenko Agrofirm, deputy of the Poltava Region Council, and Oleksandr Kovalenko, a co-founder, general director of the Dobrobut Agrofirm, deputy of the Poltava Region Council, who consider the actions of the management of the Astarta-Kyiv Agroholding to be illegal and violating their rights.
Yaroslav Romanchuk, an attorney, managing partner at EUCON International Legal Center, and Yevhen Petrenko, an attorney and partner at EUCON International Legal Center, will represent the interests of the minority agricultural companies in courts for this corporate dispute.
In particular, the general director of the Dovzhenko Agrofirm Viktor Skochko said that he was suspended from his official duties when being at the hospital. Oleksandr Kovalenko, general director of the Dobrobut Agricultural Company, noted that he was on vacation at the time, so both directors were not informed about the constituent assembly.
According to the general directors of the agricultural companies, dissatisfaction of Astarta-Kyiv Agroholding with the policy of the managers arose after the restriction of their rights, when they lost the opportunity to influence such processes as increasing wages, raising rates, prices and tariffs. Viktor Skochko also noted that in connection with the policy of Astarta-Kyiv Agroholding, the Dovzhenko Agrofirm was forced to stop such projects as beef production, organic farming, c and a sewing workshop. About 200 people lost their jobs in 2017.
“When studying the documents, we noticed some gross violations. First, the general meeting was conducted in violation of the procedure provided for in the company’s charter. Moreover, the procedure of the meeting itself was also violated. As to the suspension from performance of official duties of Viktor Skochko, were found some gross violations as well. Today, we filed two lawsuits on the recognition as illegal of the general meeting’s decisions and invalidation of contracts”, said Yaroslav Romanchuk, an attorney, managing partner at EUCON International Legal Center.
Yevhen Petrenko, an attorney and partner at EUCON International Legal Center, added that he was present during the meeting held on November 15, 2017, and could report gross violations as a witness. “One of the most striking instruments of pressure on minority owners is the contract. Contracts signed in January 2017 contradict not only statutory documents, but also legislation as a whole. These contracts contain provisions on the limitation of the rights of directors, and one of the contract clauses prohibits directors from working in other enterprises in this field within three years after the termination of this contract. In this regard, it was decided to challenge these contracts, and already the corresponding lawsuits were filed, “said Yevhen Petrenko, an attorney and partner at EUCON International Legal Center.
At the end of the press conference, Yaroslav Romanchuk named the three key positions of the minority owners of agricultural companies, whose rights will be defended in courts by the lawyers of EUCON International Legal Center, namely:
- to withdraw an illegal decision on suspension from duties of the directors of agricultural companies;
- to terminate the unlawful contracts;
- to announce, in accordance with the procedure provided for in the company’s charter, of holding a general meeting, during which the co-owners, general directors will be ready to make a report and resign.
Video of the press conference: