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Home / CURRENT CORPORATE LEGISLATION / NCCG submitted comments and suggestions to the draft federal law "On Amendments to the Federal Law" On Joint Stock Companies "and the Federal Law" On Limited Liability Companies "(in terms of bringing the provisions on the reorganization of business entities in accordance with the new version of Chapter 4 of the Civil Code of the Russian Federation)"

NCCG submitted comments and suggestions to the draft federal law "On Amendments to the Federal Law" On Joint Stock Companies "and the Federal Law" On Limited Liability Companies "(in terms of bringing the provisions on the reorganization of business entities in accordance with the new version of Chapter 4 of the Civil Code of the Russian Federation)"

The bill aims to detail the reorganization process as a whole, in addition, allows the simultaneous combination of different forms of reorganization (separation and isolation simultaneously with the merger and the merger, affiliation with simultaneous conversion). In addition, the bill reduces the time limit for appeal against the decision on reorganization adopted by the sole shareholder or member of LLC, from three months to one month. Also from three to one month shorter is the period to appeal the decision on the reorganization of joint stock companies and LLC.

According to the results of examination of the text of the Draft Law NCCG prepared the following comments and suggestions:

According to p. 3.3 of Article 19 of the Federal Law "On Joint Stock Companies" in the wording of the bill if the decision to reorganize the company in the form of detachment envisages converting shares of the restructured company into shares of the new company or the distribution of shares of the new company among shareholders of the reorganized company, each shareholder of the restructured company who voted against the decision on reorganization of the Company or did not participate in the vote on the reorganization of the company, should as a result of such conversion and (or) distribution receive shares in each newly established company, with the same rights, and that its shares of the reorganized company, with the exception of shareholder rights, arising from the status of society (public and non-public company). However, it is not clear how the specified norm of "responsibility" of a shareholder to receive shares of the new company corresponds with the provisions of Article 75 of the Federal Law "On Joint Stock Companies", according to which the shareholder - the owner of voting shares have the right to demand redemption of all or part of his shares if he voted against the decision on reorganization of the Company or did not participate in the vote on the reorganization of the company. We believe that the relevant provisions of the bill must be balanced with regard to the provisions of Article 75 of the Federal Law "On Joint Stock Companies".

Not very well articulated sound proposals to amend Article 49 of the Federal Law "On Joint Stock Companies" (p. 4.5. Of the bill) with respect to the phrase "... if a non-public company charter contains provisions provided for in paragraph 3 of Article 66.3 of the Civil Code of the Russian Federation." Meaning of the article is that the decision to reorganize the non-public company may be taken unanimously by all the shareholders participating in the meeting, if the charter contains provisions provided for in paragraph 3 of Article 66.3. Civil Code, which provides for the 9 possible options. At the same time vaguely worded meant there situations where such provisions of paragraph 3 of Article 66.3 of the Civil Code contained in the charter of non-public company partially or completely only? We assume that there is a view of the presence of a non-public company in the charter of any of the provisions of paragraph 3 of Article 66.3 of the Civil Code. It is proposed to clarify the wording to avoid misunderstandings with law enforcement.

Findings of Survey held by National Council on Corporate Governance and Russo-British Chamber of Commerce Moscow, 2010
Joint Survey by NCCG and KPMG, June 2009
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