Russian Federation: Comment On The Federal Law #115-FZ Of 03.06.2009 "On Amending The Federal Law "On Joint-Stock Companies" And Article 30 Of The Federal Law "On The Securities Market"

Last Updated: 11 June 2009

Passage of this Federal Law provides the Russian legal system with the institution of shareholder agreement implemented at legislative level. The need and importance of this concept for strengthening the legal foundation of joint-stock companies and improvement of corporate governance in joint-stock companies has been discussed by the Russian legal community for a long time.

The Concept And Substance Of The Shareholder Agreement

The Federal Law "On joint-stock companies" has been amended to include a new Article "Shareholder Agreement". It stipulates that shareholder agreement is an agreement on execution of the rights certified with shares, and (or) on special features associated with execution of the rights in respect of shares.

Under the shareholder agreement, its parties undertake to execute the rights certified with the shares, and (or) the rights to such shares and (or) to abstain from execution of the said rights.

Shareholder agreement is executed in writing by drawing up one document signed by the parties.

Shareholder agreement may provide for responsibility of its parties to vote in a certain way at general shareholder meeting, to reconcile their voting with other shareholders, to acquire or alienate shares at predetermined price and (or) under certain circumstances, to abstain from alienations of shares before certain circumstances, and to carry out other activities associated with their company management, as well as with activities, reorganization or liquidation of the company.

Shareholder agreement may not include obligations of any party to the shareholder agreement to vote as directed by the management bodies of the company which shares are the subject of that shareholder agreement.

Shareholder agreement must be include all shares belonging to the party to the shareholder agreement.

Consequences Of Violating The Shareholder Agreement

An important feature of shareholder agreement is that infringement of such shareholder agreement cannot be considered the grounds for recognizing decisions by the management bodies of the company null and void. However, any agreement concluded by a party to the shareholder agreement in violation of that shareholder agreement can be nullified by the court of law pursuant to a claim by an interested party to such shareholder agreement only if it was proved that another party to the agreement knew or obviously had to know about restrictions provided by the shareholder agreement.

It is provided that the rights of the parties to the shareholder agreement based on that agreement, including the rights to claim reimbursement of losses caused by infringement of the agreement or application of other measures in connection with infringement of the shareholder agreement (the law establishes that the parties to the agreement can provide methods of its enforcement and civil liability measures), are subject to judicial protection.

Information Disclosure

To ensure protection of the shareholder rights and interests, the Law establishes responsibility to disclose information on acquisition, based on the shareholder agreement, of the right to determine voting preferences at general shareholder meetings involving those shares in the company which issue was accompanied by registration of their prospectus.

At the same time, the list of documents that must be kept with the company at all times has been expanded with a notice of conclusion of shareholder agreements forwarded to the company, and lists of persons who have entered into such agreements.

The Federal Law "On the securities market" has been amended to include provisions regarding the order of information disclosure in the form of messages on essential facts in case an entity acquires shares in the company, which securities issue was accompanied with registration of their prospectus, or the rights under the agreement with the shareholder to determine voting preferences in respect of such shares at the general meeting of shareholders if as a result of such acquisition the entity alone or together with its affiliated persons directly or indirectly acquires control over 5, 10, 15, 20, 25, 30, 50 or 75 percent of voting stock in such joint-stock company outstanding.

Such information shall be disclosed via sending an advice to the company, the rights to which shares were acquired (including those under shareholder agreement) and to the federal executive agency involved with the securities market (or to another body which registered the relevant securities issue) within five days from the date of adding the appropriate entry to the personal account (depositary account) or from the moment of acquiring the right to control votes at shareholder general meetings, including based on the agreement.

Effective Date

Federal Law #115-FZ of 03.06.2009 "On amending the Federal Law "On joint-stock companies" and Article 30 of the Federal Law "On the securities market" becomes effective upon its official publication.

This review was prepared by the lawyers of the Law Firm Liniya Prava.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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