How to protect a business from a raider attack?

11.03.2019

On March 6, together with the First Deputy Minister of Justice Olena Sukmanova, this issue was discussed within the meeting organized by the Union of Ukrainian Entrepreneurs. From the Law Firm “Salkom” partners Tymofii Sikorskyy and Yuriy Leonov participated at the meeting.

During the meeting, the speaker presented internal and external threats to the business.

Internal threats: conflict between owners, loss of trust in top management, inadequate storage of information and documents, lack of control over assets. External threats: conflict with competitors, accounts payable, dramatic changes in the political situation, attractive and insecure assets, industrial espionage.

Information about the factors that should concern the head of the enterprise was important. In particular, receiving by mail from their counterparties or partners envelopes with blank sheets of paper or advertising, increasing the number of checks and requests for documents, disseminating negative information in the media, offers to sell a business, buying up debts, as well as frequent requests for property in registers. By the way, the initiative to verify information in registers with the help of EDS, which was recently introduced, allows to clearly track who asked the relevant information.

Among the levers to counteract raiding, the speaker noted an SMS beacon, a ban on registration actions and the inclusion in the charter conditions on mandatory notarization of decisions of the governing body.

Tymofii Sikorskyy, partner at Salkom Law Firm, raised an important and painful issue on improving the registration system of property rights, because today the registry technically allows registration of ownership transfer, despite the existing encumbrances (mortgage, prohibition, arrest), although this is directly contrary to the law. For our part, we will continue to monitor this issue and hope that it will be resolved in the near future.

A rather interesting question was asked by Viktor Chopenko with the Benish Group about the possibility of including in the charter of the enterprise a provision that only a particular notary can register any changes to it. From our point of view, this practice is controversial, but it should be recognized that in some cases this measure can be very effective.

Here are some important tips that Olena Sukmanova gave to protect business:

- It is imperative to conduct a legal audit of registration cases on real estate and land plots of the enterprise. The goal is to identify possible errors that were made at the registration stage, and to eliminate them in advance. This is especially important in the field of protecting units from double registration of lease agreements.

- The heads of enterprises should create the so-called check-list in order to quickly verify information on contractors in open registries. In total, Ukraine has more than 100 open registries, but for a quick initial check it is enough to create a template with 5-10 registries.

- Activation of the message option to the owner’s email about the registration action.