LIC Telecommunications SARL & Anor v VTB Capital Plc & Ors

LIC Telecommunications SARL & Anor v VTB Capital Plc & Ors

The court found that the claims against Delta, Maze, and Mr Veltchev could only be authorised and initiated by V2's shareholder, V Telecom, under Luxembourg law, and that the LICT Managers lacked authority to commence or ratify the proceedings. Quorum and conflict of interest rules were breached, rendering the resolutions invalid. Exclusive jurisdiction clauses were upheld. The removal of V2 as a party was ordered. The claimants' actions were not found to be abusive, but the proceedings were invalid for want of authority.

Parties
Claimant: LIC Telecommunications SARL; Claimant: Empreno Ventures Limited; Defendant: VTB Capital PLC; Defendant: Delta Capital International AD; Defendant: Maze SARL; Defendant: Milen Veltchev; Defendant: Viva Luxembourg (Luxembourg) SA; Defendant: Spas Roussev; Defendant: V Telecom Investment SCA; Claimant: V2 Investment SARL
Jurisdiction
England and Wales
Judgment Date
05 July 2019
Procedural Posture
Commercial Court Proceedings (part 7 and Part 20 Applications) / Judgment on Applications Regarding Authority, Ratification, Jurisdiction, Removal, and Abuse of Process
Outcome
Applications granted in favour of defendants; proceedings commenced by LICT Managers declared invalid for want of authority; V2 removed as party to Original Proceedings.
Legal Topics
Authority to Commence Proceedings, Ratification of Corporate Actions, Conflict of Interest, Jurisdiction Clauses, Abuse of Process, Shareholder Rights, Luxembourg Company Law, Exclusive Jurisdiction Clauses, Standing, Quorum Requirements
Company Law Civil Procedure Conflict of Laws EU Law Authority to Commence Proceedings Ratification of Corporate Actions Conflict of Interest Jurisdiction Clauses +6 more

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Parties

LIC Telecommunications SARL

Claimant

Empreno Ventures Limited

Claimant

VTB Capital PLC

Defendant

Delta Capital International AD

Defendant

Maze SARL

Defendant

Milen Veltchev

Defendant

Viva Luxembourg (Luxembourg) SA

Defendant

Spas Roussev

Defendant

V Telecom Investment SCA

Defendant

V2 Investment SARL

Claimant

Procedural Posture

Commercial Court Proceedings (part 7 and Part 20 Applications) / Judgment on Applications Regarding Authority, Ratification, Jurisdiction, Removal, and Abuse of Process

Legal Issues

  1. 1 Whether the claimants had authority to commence and ratify proceedings on behalf of V2 and V Telecom
  2. 2 Whether claims against certain defendants required shareholder approval under Luxembourg law
  3. 3 Whether quorum and conflict of interest rules were complied with in board meetings

Ratio Decidendi

The court found that the claims against Delta, Maze, and Mr Veltchev could only be authorised and initiated by V2's shareholder, V Telecom, under Luxembourg law, and that the LICT Managers lacked authority to commence or ratify the proceedings. Quorum and conflict of interest rules were breached, rendering the resolutions invalid. Exclusive jurisdiction clauses were upheld. The removal of V2 as a party was ordered. The claimants' actions were not found to be abusive, but the proceedings were invalid for want of authority.

Court Disposition

Applications granted in favour of defendants; proceedings commenced by LICT Managers declared invalid for want of authority; V2 removed as party to Original Proceedings.

Orders

  • The Part 20 and Part 7 proceedings are invalid unless validly ratified.
  • V2 is removed as a party to the Original Proceedings.