Analytics Publications Services to business owners

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
22
March
2018

New round of anti-money laundering in EU and its consequences

Although the new European AML regulation does not directly apply to Russia, it will anyway affect the Russian banks. How do requirements of Regulation (EU) 2015/847 align with Russian legislation concerning personal data? What duties are imposed on the payment system operators? What are the motives for the European courts to solve the dilemma as to which matter has higher priority: the need to disclose information for AML/CFT purposes or the need to observe confidentiality?
International Banking Operations
15
February
2018

Complexity of proving: perpetuation of evidence in the Internet

The proper functioning of modern society is impossible without using information technology that relates to the quickest possible transfer of information and its accessibility. The rapid development of information technology, especially over the past decade, covered all spheres of life of a man of today.
Business and Life
13
February
2018

2017 Results: Overview of the most important legal events of the outgoing year

To prepare the final 2017 issue, we asked the lawyers what legal events of the outgoing year appeared to be the most significant as well as what they expect from the incoming year. There were many important events, i.e. subsidiary liability of persons controlling a company, legal market reform, proactive efforts of antimonopoly agency, and professionals in each area have their favourite events.
Igor Chumachenko, Partner, Head of Real Estate, Land & Construction practice
Business and Life
21
December
2017

New Year marked by restrictions

One sees an interesting logic applied by the Russian legislators when preparing draft laws in the sphere of information technology, protection of information and personal data. Having no intent to catch up with the rapidly developing digital technology and trying to fight cybercrimes at the same time, the legislators have thus far taken a “prohibitive” approach in the sphere of drafting laws, as well as in law enforcement practices. We will try to show you this using the examples in this article.
EZH-Yurist
18
December
2017

Compliance with the legislation on personal data in banking

The topic of regulation and protection of personal data is becoming more and more important every year, having its own specifics in the different fields of activity of the operators of personal data. The problems, gaps in the regulation of personal data and the disputes arising therefrom have their own specifics in banking as well.
Internal control in a credit institution
13
December
2017

On judicial practice in cases involving fraud

At a Plenary Session of the Russian Federation Supreme Arbitration Court on November 30th, 2017, Resolution No. 48 was adopted, which is entitled "On judicial practice in cases involving fraud, misappropriation, and embezzlement" (hereinafter Resolution No. 48). They did not manage to do the very first time they tried - during a meeting held two weeks before that, the document was sent back for revision. We will look at the most interesting new aspects in Resolution No. 48, including those that caused the most lively debate among those that developed it.
EZH-Yurist
13
December
2017

Cloud technologies and personal data

Cloud technologies today are not considered something new or supernatural. The concept of cloud computing, which appeared in 2006, has thoroughly penetrated into a wide range of IT areas, affecting changes in the approaches adopted by companies to conduct business. Cloud services and technologies, due to their flexibility, as well as the absence of something like it anywhere in the world, have become in very high demand on the market. We can just take the growth of business investments in cloud infrastructure and services, which, according to assessments done by experts, will reach unprecedented scopes by 2019 - 312 billion dollars - and grow yearly by 15%.
Joint Stock Company
7
December
2017

New constitutional procedure

Last amendments in the rules of the RF Constitutional Court, determine the general rules of the constitution procedure, approved on October 10, 2017. Mentioned amendments have de facto fixed application of the Roman law institute (аmicus curiae) in Russia.
EZH-Yurist
30
November
2017

Interdependent entities and controlled transactions: how can negative tax consequences be avoided?

On February 16th, 2017 the Russian Federation Supreme Court Presidium ratified its Overview of judicial practice in regard to cases involving the application of certain provisions in Section V.1 and Article 269 in the Russian Federation Tax Code. The court summarized practice with issues arising from the interdependence of entities and the controllability of transactions. In this article we will analyze the main rules for applying the provisions in Section V.1 and Article 269 in the Tax Code that are reflected in this Overview.
EZH-Yurist
13
April
2018

Securing of loan obligations to the bank: analysis of the most commonly used schemes

When entering into a loan agreement between credit institution and borrower (in this article, the primary focus will be on the legal entities acting as borrowers), the majority of financial risks lies specifically with the creditor that provides monetary resources to the borrower. For this reason, the means of securing the obligations become particularly important for the entity that has provided a loan. As a rule, the particular type of security is suggested by the credit institution itself, based on the amount of the provided loan, status of the borrower (its financial standing, corporate structure and assets) and other concurrent factors.
Business and Life
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
14
February
2018

Russian courts tend to find independent guarantees as quite dependent

In recent Russian dispute resolution practice, judges incline to consider independent guarantees as not completely independent from the underlying secured obligations. This entails risks of unjust enrichment of the beneficiaries unfairly claiming payments under independent guarantees. This post offers recommendations to avoid such risks of the judiciary practice twists.
CIS Arbitration Forum
17
January
2018

Pausing when a statute of limitations runs out: five criteria that indicate the assumption of debt

Almost two years have passed since the Russian Federation Supreme Court Plenary Assembly adopted a resolution on issues concerning statutes of limitations. Over that time, express approaches to applying these interpretations have taken shape in judicial practice. We will gain an understanding of how the mechanism works nowadays for pausing when a statute of limitations runs out.
Maxim Grigoryev, Partner, Head of Southern directorate, Head of special projects
Artem Gasparyan, Senior associate of Southern directorate
Arbitration practice
20
December
2017

Liability of the employer for the damage caused by his employee: the practice of application

Circumstances often arise where damage is caused by a natural person when performing his/her duties in the course of an organization’s regular business activity. For example, this could be damage as a result of an accident caused by the actions of an employee-driver (one of the most common causes of damage) or liability for sudden breaking off of negotiations, which is still new for civil law relations in Russia.
Financial Director
14
December
2017

Anonymizers and VPN services are banned. How can the new rules serve corporate goals?

Not that much time is left before the new federal law enters into force known as the law that bans anonymizers and VPN services. This means a ban on using technologies, information systems, and programs that permit users to circumvent blocked websites and gain access to information resources with banned content with restricted access in Russia. Media outlets around the world were quick to compare the series of Russian banks with the Chinese Golden Shield Project, which provides for a system of filtering Internet content and blocking mobile applications and services that offer VPN services, or instructions on how to enter the Internet anonymously. 
Bank Review
13
December
2017

The Russian Federation Constitutional Court on re-examining newly discovered evidence

On October 17th, 2017, the Russian Federation Constitutional Court delivered Resolution No. 24-P "On the case involving verifications in connection with complaints lodged by people in regard to the constitutionality of Clause 5, Section 4, Article 392 in the Russian Federation Civil Procedural Code" (hereinafter the Resolution dated October 17th, 2017). In its reasons for judgment for this Resolution, the Russian Federation Constitutional Court demonstrated, in our opinion, an extremely high level of jurisprudence, examining issues  of legal doctrine using analysis, in particular after analyzing the Russian Federation Constitution, the Convention for the Protection of Human Rights and Fundamental Freedoms, the Federal Constitutional Law No. 3-FKZ, dated February 5th, 2014 "On the Russian Federation Supreme Court," practices by the European Court of Human Rights, and practices by the Russian Federation Supreme Court itself. We will analyze this document.
EZH-Yurist
8
December
2017

Volgograd lawyer told, how losses can be recovered from the tax inspectorate

Much more Volgograd businessmen have faced the problem of blocking of bank accounts by the Federal Tax Service this year. Since they cannot dispose of proprietary funds, they face cash gaps and failure in payment of salary. Natalya Malikova, Vegas Lex Volga Directorate lawyer, has told to Volgogradskaya Pravda.ru how one can establish losses from such acts of the tax inspectorate to satisfaction of the court.
Volgograd Pravda.Ru
1
December
2017

Protection of personal data: first results and prospects of legal actions

Today protection of personal data is a very topical subject. It is related not only to flash-like development of Internet technologies and globalization in general, but also to the need to protect the right of individuals for private life. Spread of cloud technologies, emergence of Big Data, transborder transfer of personal data offer new challenges both to the legislator, and to the courts in consideration of disputes on protection of personal data.
Joint Stock Company
15
November
2017

What does Russia's personal data law mean for foreign companies?

Exactly two years have passed since amendments to Federal Law 152-FZ, On Personal Data, of 27 July 2006, ('the Personal Data Law'), obliging data operators to store Russians' personal data on servers in Russia, came into force. For now, it is too early to say that those failing to comply with these regulations is always punished. However, it is already clear that Russia's lawmakers, in toughening the penalties and introducing new requirements are treating the matter extremely seriously, as are the country's law enforcement authorities, as shown by one of the most high-profile cases in the last two years: the blocking of LinkedIn's website in Russia. This article explains the requirements for data storage, situations when foreign companies need to comply, and the penalties for non-compliance.
EZH-Yurist
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