Analytics Publications Corporate practice. M&A

17
May
2018

Restriction of shareholders’ voting rights: common scenario and consequences of restriction

In accordance with provisions of article 65.2 of the Civil Code of the Russian Federation, the participants of a corporation, including shareholders, shall have the basic right to participate in administration of the corporation’s affairs. In particular, this right shall be exercised through participation in a shareholders’ general meeting with the right to vote on all matters within its competence pursuant to clause 2 of article 31 of the Federal Law “On Joint-Stock Companies”, No.208-FZ, dated 26 December 1995. However, there are instances where the shareholder’s right to vote on the matters relating to management in a joint-stock company may be restricted by internal documents, shareholders’ agreement or by virtue of law and (or) court judgment. Depending on the reason for the said restriction, various legal consequences arise. The said restrictions and their consequences are considered further in greater detail.
EZH-Yurist
10
April
2018

Replacement of company general director: how to ensure the complete and smooth business handover to a new chief executive officer?

The replacement of the company chief executive officer (i.e. director, general director, etc.) is the procedure that requires special attention since the way it is carried out may cause serious problems to the company related to actual paralyzation of its activity. This article is about those practical steps that need to be taken in case of replacement of the chief executive officer to ensure the complete and smooth business handover to a new chief executive officer.
Business and Life
28
November
2017

Information on beneficial owners: disclose it and do not make any errors

In August 2017, the Russian government published the rules on how legal entities need to present information about their beneficial owners to government agencies. The new rules will permit checking how companies identify, update, and store information on the people that control their actions. To ensure that relevant responsibilities are adequately fulfilled, it is necessary to gain a detailed understanding of these new provisions, since in practice they might not be interpreted in a clear-cut manner.
Ilya Shengeliya, Compliance Counsel
Securities Market
29
September
2017

Currency clauses: the consequences and risks

A currency clause decreases losses incurred by fluctuations in the exchange rate for an unstable currency. However, judicial practice when resolving disputes that involve this mechanism is not marked by uniformity. That is why, if the relationship has been poorly structured, having these conditions in a contract can cause unfavorable consequences for every participant in the transaction.
Ilya Shengeliya, Compliance Counsel
EZH-Yurist
30
May
2017

Overview of legislative changes from March – May 2017

In the new review, we would like to draw your attention to some important legislative changes that occurred in the spring of this year in the field of construction, antimonopoly regulation, labor law, and tax law. The Russian Ministry of Construction issued decrees that ratified the methods to be used to determine cost estimates for construction materials. Substantial changes have been introduced into Article 14.32 in the Russian Federation Administrative Offenses Code that establish the liability for signing anti-competitive agreements and implementing impermissible concerted actions. On March 28th, 2017 the Russian Federation State Duma introduced a bill for a federal law that would significantly restrict employers from demanding work days with irregular work hours. Another bill is going through public debate that obliges legal entities to gain knowledge of any beneficial owners that might exist, to take steps to identify them, and also to present information about them to the Russian Federal Service for Financial Monitoring and the Federal Tax Service upon request. to help combat both the legalization (laundering) of funds that have been acquired by illegal means and the financing of terrorism.
Alexander Sitnikov, Managing partner
Business of Russia
22
May
2017

The allocation of risks among guarantors

Extending credit to various organizations is often accompanied by signing secured transactions involving surety and collateral that are geared toward protecting the bank’s proprietary interests in case there is non-performance of obligations.
National Business
3
April
2017

Activity by an annual general meeting for an LLC

The procedure for calling and holding an annual general meeting for an LLC is regulated by the federal law entitled “On limited liability companies”, by the company’s articles of incorporation, and its internal policy documents, and by the Russian Federation Civil Code. Failure to comply with these requirements may lead to the invalidity or nullification of decisions made at the LLC’s annual general meeting.
Business and Life
7
October
2016

Prudence and reasonableness in concluding a contract: how to verify the reliability of a company?

In the current judicial practice, we are discovering more and more arguments about the need to establish reasonableness and good faith when concluding deals with entities engaged in entrepreneurial activities. In starting cooperation with a new organization, the company is faced with the need to verify the potential of its counterparty. Verification is required for a decision to be made on the possible terms and conditions to be stipulated in future contracts, and in order to display the required due diligence. About where and what information on a company can be obtained, without having personal experience of cooperation with it, we tell you in this article.
Business and Life
21
April
2016

RF Administrative Offences Code has expanded its sphere of action

Specific administrative sanctions provided for by Russian legislation, can now be freely applied to violations committed anywhere in the world. The innovations come into force starting on 20 March 2016 and relate to only one article of the Administrative Offences Code – 19.28, which provides for the liability of legal entities for corruption. Equally dramatic, although only clarifying changes can initiate far-reaching trends and create additional risks for businesses around the world.
Ilya Shengeliya, Compliance Counsel
EZH-Yurist
15
January
2016

How to check one’s counterparty

Checking out counterparties has traditionally been an essential pre-contractual stage of the work of almost any company (with rare exceptions). In large organizations, as a rule, there are specially designed internal regulations by which employees must be guided in the selection of potential contractors and the establishment of contractual relations with them. These regulations provide a list of documents that must be demanded from a potential contractor for their subsequent sending to the legal department of the organization. For its part, the legal department, after a careful analysis of such documents, draws up a report on the presence or absence of legal risks in concluding a contract with the given contractor.
Bank Review
20
April
2018

Recommendations for conclusion of shareholders’ agreements with regard to banks

In our practice, over the last 3 to 5 years, the shareholders and participants of the Russian companies have been increasingly concluding the shareholders’ agreements (corporate agreements) under the Russian law. This trend also concerns the banks. For example, according to the publicly available sources, the shareholders’ agreements have been concluded in respect of PJSC “Post Bank”, OJSC “TransCreditBank” and PJSC “MTS Bank”.
Legal work in a credit organization
15
March
2018

Participant in a LLC fails to pay for its participatory interest: analysis of consequences and company actions. Overview of judicial practice

As follows from provisions of the Civil Code of the Russian Federation, the basis for any business company, including a limited liability company, is its charter capital divided into participatory interests of its participants. Such participatory interests must be paid by the company founders, including in the form of money, securities, other things, property rights or other rights having the monetary value.
Stanislav Matushov, Head of Public Law Disputes & Corporate Defense group
Business and Life
15
November
2017

Special investment contracts in the Russian Federation

Starting in 2015, for the first time a new form of cooperation between the state and private investors became available – the special investment contract (hereinafter SPIC). The goal of implementing it is to stimulate the attraction of large-scale investment to help create and upgrade industrial production facilities inside Russia by providing industry incentives, credits, and stable conditions in which to conduct business. What advantages does this investment mechanism have, and what additional obligations must a party that is investing take upon itself in order to enjoy them?
Maxim Grigoryev, Partner, Head of Southern directorate, Head of special projects
EZH-Yurist
14
September
2017

Corporate contracts in conformity with Russian law

It is well-known that over the past decade corporate contracts that affect major Russian businesses were signed in keeping with foreign laws. Judging by empirical evidence, English law was the most popular law used to guide most businesses. This practice has developed for various reasons, including the fact that Russian law did not allow commercial arrangements to be solidified in a satisfactory manner at the level of a legally binding contract.
Securities Market
22
May
2017

Regulatory agencies issue warnings to businesses

Starting January 1st, 2017 changes came into effect concerning Federal Law No. 294-FZ dated December 26th, 2008 (version from February 22nd, 2017) "On protecting the rights of legal entities and individual entrepreneurs when the federal or municipal governments are exercising regulatory powers (oversight),” that provide for a new method for regulatory and oversight agencies to prevent organizations and business owners from violating mandatory legal requirements – specifically, by issuing warnings to entities that are under their jurisdiction.
Dmitriy Motorin, Senior Associate
EZH-Yurist
21
April
2017

Information law for company participants – the search for a balance of interests

At the present time, in various legal relationships there exists the acute problem of observing a balance of interests concerning the parties involved in these legal relationships, their legal rights, and their mutual economic needs. Judicial practice, when considering disputes between these kinds of parties, takes into consideration not only the formal requirements of legislation, but also the real economic and legal goals and interests of the participants.Corporate relations are not an exception. One of the specific peculiarities of these legal relationships is the right of company participants to receive information on the company’s activities. In this article, we will examine the main trends in regulatory enforcement practices for reviewing disputes concerning complying with information law by company participants, and assess the possible future prospects for the development of these trends.
EZH-Yurist
14
December
2016

Recovery of damages from the issuer and registrar for improper cancellation of shares

The “heyday” of corporate conflicts, related to theft and other cases of improper cancellation of shares, took place in the 2000s. Back then was formed the main layer of legal approaches of the courts to such disputes, and the nuances of protecting the victim shareholders. If unable to get back their shares from the issuer, the affected shareholders, in general, resorted to the universal path of defending their legitimate interests – seeking damages to be reimbursed by the company and/or the registrar. Today, cases involving the recovery of such losses have become much fewer. However, in practice, during consideration of similar disputes arising today, the courts still can view such issues differently. Always remain relevant the questions of correctly determining the amount of compensation that should or may be recovered through the court for unreasonable transactions with shares in the shareholders register.
Maxim Grigoryev, Partner, Head of Southern directorate, Head of special projects
Joint Stock Company
16
May
2016

Resolution of deadlocks in project companies

Recently, the topic of resolution of deadlocks has become increasingly important. This is not surprising, if we take into account certain new changes made to contract law, which have appeared in the course of the current reform of civil legislation, as well as a number of resonant judicial acts that form the basis for further development of legal practice on this subject.
Joint Stock Company
15
April
2016

Protecting the rights of owners of registered book-entry registered securities by filing a claim vindication

Book-entry registered securities and stocks are of particular value for their owners by virtue of their representing large amounts of property, intellectual and corporate rights. For this reason, shares are often the subject to civil law transactions, which subsequently may end up being challenged by one of the parties, for whatever reasons. The problem of protection of the rights of owners of book entry registered securities is now extremely urgent, due to the development of civil law turnover and a significant volume of transactions involving shares.
Securities Market
2
December
2015

Certification of decisions made at meetings of business entities

Corporate law keeps developing, and more and more regulations are being added to it. Many relationships, which previously were outside of the legal field, are now regulated. In particular, the regulations of procedures for certification of decisions made at meetings of business entities. Like any new amendment, the initial implementation of these standards raises a number of questions, then the regulators provide explanations, and the situation is corrected. In this article, read about the main issues related to certification of decisions made at meetings of business entities.
Business and Life

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