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AB Lawyers successfully represents the interests of ADV Group shareholders in a two-year corporate dispute with its founder and former owner

Brief circumstances of the case:

AB Lawyers has been representing the interests of current shareholders of the largest ADV communications group in a large-scale corporate dispute with former owner Dmitry Korobkov for nearly two years.

ADV Group was founded over 30 years ago and is currently one of the leaders in the Russian advertising market. In 2025, ADV ranked fifth in the media procurement rating with a billing of 48.4 billion rubles.

The dispute originated in February 2023 when Dmitry Korobkov decided to sell a controlling stake in ADV Group to his business partners — Kirill Korobeinikov and Pavel Sidorov. At that time, the group consisted of several dozen different advertising agencies, some of which were controlled by foreign unfriendly entities, which determined its structuring specifics:

  • shares in companies with Russian participation were sold based on five notarized share purchase agreements;
  • the procedure for transferring control over the foreign perimeter of ADV Group was defined in the agreement on main terms of the deal, which also established several additional mutual obligations of the parties.

The payment amounting to over 600 million rubles was received by Korobkov almost immediately after signing the six transaction documents. During the same period, the transfer of rights to buyers' shares in five ADV companies with Russian participation was registered. Under the terms of the agreement on main terms of the deal, the seller was obliged to assist in every possible way in the future to ensure the transfer of control over the foreign perimeter of ADV Group, where he continued to remain the ultimate beneficiary. The parties could not transfer shares in these companies immediately as transactions regarding shares in companies with foreign unfriendly participation required approval from the Government Commission for Control over Foreign Investments in the Russian Federation, a process that was extremely time-consuming. Among such companies was LLC Havas Media, which during 2023–2025 was the only advertising agency in ADV's foreign perimeter with significant financial turnover.

Key milestones of the conflict:

The first stage of the conflict unfolded when Korobkov attempted to challenge the deal and declare it invalid almost two years later, claiming he had been deceived regarding the financial indicators of ADV Group. In this case, the AB Lawyers team won in all court instances, including the Supreme Court of the Russian Federation. Our team managed to prove that the deal was valid and that there was no fraud on the part of the buyers. Moreover, the deal price and terms were dictated by the seller's desire to dispose of Russian assets that could entail sanctions risks from foreign unfriendly states, while the subsequent challenge of the deal was motivated by a unilateral attempt to increase the deal price based on the Group's success, which showed impressive financial results despite market turbulence.

Almost simultaneously with the first lawsuit, a second one was filed — this time regarding the restoration of corporate control by Korobkov over ADV Group. This case became a logical consequence of the claim to invalidate the deal, where the seller initially did not demand restitution. Proceedings in this case were suspended until the court decision on the claim to invalidate the deal came into legal force, as Korobkov's argument in both cases was alleged fraud during the deal's conclusion. After resuming proceedings, Korobkov was also denied in this claim. Eventually, the plaintiff did not even appeal the first-instance decision.
Concurrently, Dmitry Korobkov changed the CEO of the company under his control, LLC Havas Media, who, according to the deal terms, was supposed to ensure the transfer of operational activities to a Russian friendly company. After that, Korobkov initiated a series of lawsuits attempting to recover losses from the former CEO of LLC Havas Media and ADV shareholders. In one case, more than 57 million rubles in losses were claimed, allegedly caused by unjustified personnel payments, while in another case, the loss amount in one version of the claim reached over 700 million rubles in lost profits for terminated client contracts. Despite the plaintiff's vivid rhetoric about the former CEO and ADV shareholders' bad faith, the court sided with the defendants and stated that their actions complied with the deal and represented the form of transferring control over one of the companies in the Group's foreign perimeter as provided by the agreement on main terms of the deal.

Due to LLC Havas Media's refusal to fulfill its obligations after the company came under operational management by a CEO controlled by Dmitry Korobkov, the company became a defendant in three lawsuits filed by advertising agencies. The total amount of claims exceeded 600 million rubles — LLC Havas Media's debt for payment for advertising placement services.

LLC Havas Media's defense strategy was again based on the corporate conflict, the affiliation of managers, and allegations of bad faith. However, in two out of three reviewed cases, the courts agreed that the claims were supported by proper evidence, and the defendant had already received the required amounts from its final clients and was simply withholding them without paying contractors for their services.

It is noteworthy that despite the concluded deal, later recognized by the court as valid, the seller still has not transferred legal control over the foreign perimeter of the Group to the buyers, where he continued to remain the ultimate beneficiary. The refusal to fulfill the obligations was explicitly stated in a legal dispute over a claim by one of the buyers to compel the transfer of control over LLC Havas Media. The buyer eventually decided to withdraw this claim since, in 2026, LLC Havas Media already represented an extremely toxic asset on the verge of bankruptcy. Moreover, in one of the disputes, the court pointed out signs of funds withdrawal from the company, presumably shortly before the accounts were frozen.

However, the key moment of the dispute was Dmitry Korobkov's new claim to restore corporate control over the ADV Group, filed in 2026 after losing the first claim for corporate control restoration and the claim to invalidate the deal. Korobkov's arguments this time were based on the fact that the deal was never actually concluded since the parties had not agreed on a clear procedure for transferring control over the ADV Group's foreign perimeter, where the seller remained the ultimate beneficiary.

Despite the initial decision of the court of first instance in favor of the seller, the appellate instance ruled in favor of our clients, confirming that:

  • the deal is lawful, valid, and concluded;
  • the buyers fulfilled their obligations under the deal to the seller;
  • the procedure for transferring control over the ADV Group's foreign perimeter could not be determined otherwise than as recorded in the agreement on main terms of the deal, as classical alienation of shares in companies with unfriendly foreign participation required approval from the Government Commission for Control over Foreign Investments in the Russian Federation;
  • the decision of the court of first instance contradicts the public interest of the Russian Federation, as it would effectively legitimize continued control over Russian business by an entity affiliated with unfriendly jurisdictions (the Netherlands, Malta).

As a result, the court found no grounds to restore the former owner's control over ADV.

The successful resolution of the dispute in the appellate instance consolidated the legal position on the validity and conclusion of the deal regarding Dmitry Korobkov's exit from ADV.

This case demonstrates AB Lawyers' high level of expertise in corporate law and the ability to effectively protect clients' interests in the most complex litigations.

References to the mentioned court cases handled by the AB Lawyers team:

  • A40-273260/2024 — dispute on invalidation of the deal due to fraud
  • A40-288616/2024, A40-7681/2026 — disputes on restoration of corporate control
  • A40-1165/2025 — dispute on compelling performance of agreement terms
  • A40-100725/2025, A40-100680/2025 — disputes on recovery of losses from the CEO and shareholders
  • A40-100645/2025 — dispute on compelling the CEO to hand over affairs
  • A40-95709/2025, A40-172535/2025, A40-172520/2025 — disputes on recovery of debt from LLC Havas Media