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Appointment of US manager of St. Petersburg plant blocked by court
In September of this year, the 13th District Court of Appeal, in a lawsuit filed by Akita LLC, the largest Russian manufacturer of flavorings for the food industry, which owns the Himpischearomat plant located at 11 Partizanskaya St., which has been operating since 1935, Regalia 28 Property Investment The Himpischearomat company Regalia is changing the head of the LLC, appealed the decision to the Supreme Court; a hearing to consider the complaint is scheduled for November 26.
According to the data set out in the court decision, the conflict arose due to a series of transactions concluded on July 19, 2017. Some of them were concluded with Konstantin Nikolaev and were aimed at "implementing a single investment project of Nikolaev K.V. related to the development (reconstruction and modernization) of the company's production sites," according to court materials. Nikolaev received a land plot of the enterprise from Eroshevsky and Vakhovsky and an option to purchase 100% of Khimpishcharomat LLC.
However, on the same day, Eroshevsky and Vakhovsky signed an option to sell Vakhovsky's share (99.15%) to Eroshevsky. And on July 20, Vakhovsky, in violation of his obligations under the contract with Nikolaev, pledged his shares of Regalia 28 Property Investment as collateral under the 2015 loan agreement.
The deal between Eroshevsky, Vakhovsky and Regalia was challenged in 2021 by Akita Corporation, which, after a series of concessions, transferred its claims under an agreement with Nikolaev (who then transferred these shares to his subsidiary Akita LLC). These and related disputes have led to more than two dozen lawsuits.
Therefore, the option between Eroshevsky and Vakhovsky was perceived as a null and void transaction concluded to avoid fulfilling obligations to Nikolaev. "Vakhovsky D.V. and Eroshevsky Yu.A. pursued the goal of evading their obligations by using formal statutory legal mechanisms," the decision of the Arbitration Court of St. Petersburg and the Leningrad Region states. This decision was upheld three times, but in October 2024, Eroshevsky filed a claim for its revision due to new or newly discovered circumstances.
Regalia's loan to Khimpischearomat was initially perceived as a fictitious deal. Because at that time, Eroshevsky was the sole owner of Khimpischearomat, and Regalia had always belonged to him. The courts overturned the deal and its results twice. But the North-West Arbitration Court sent the case back for a new trial, after which the court ruled against him. "There is no reason to believe that the covenant agreement was concluded solely for the purpose of causing harm to the company," the North-West Arbitration Court's decision states.
The option of transferring Khimpischearomat was implemented only in April 2023, after a series of court proceedings, and the case reached the Supreme Court, where it was established that "Vakhovsky D.V. and Eroshevsky Yu.A. evaded the terms of the concluded transaction due to the lack of legal grounds." . ; The actions to conclude credit and collateral transactions were recognized as fictitious, committed in violation of the law." It is worth noting that during the trial, Vakhovsky changed his position on the case and recognized the deal with Eroshevsky as fictitious.
However, at the moment, the Unified State Register of Legal Entities retains a record of the pledge of 99.1488% of the shares of Khimpischearomat LLC to Regalia 28 Property Investment LLC. Having exercised the rights of the pledgee, the latter replaced the manager of Khimpischearomat on August 5, 2024. He became Yakov Eroshevsky's son, Yan Eroshevsky. Akita appealed this decision and, on the second attempt, went to court with the American company with a request to suspend its effect.
In 2023, Akita Corporation filed a lawsuit to annul several transactions concluded between Yakov Eroshevsky and OOO Khimpishcharomat for the provision of information and consulting services, and to recover 217.8 million rubles from Eroshevsky for the plant. The Arbitration Court of St. Petersburg and the Leningrad Region concluded that the purpose of these transactions was "simply aimed at causing harm to the company, abusing its rights and circumventing the law with the illegal purpose of taking advantage of its legal structure." . "This is an agreement for the provision of services concluded solely for the purpose of withdrawing funds from the company's assets without any remuneration."