A joint meeting of the NCCG Expert Group on Examination and Improvement of Corporate Legislation and Corporate Relations Committee of the Russian Union of Industrialists and Entrepreneurs (RSPP) discussed bringing legislation on economic societies in accordance with the provisions of the new edition of Chapter 4 of the RF Civil Code.
The event was attended by representatives of the RF Ministry of Economic Development, Moscow stock exchange, heads of legal departments and senior associates of the leading Russian companies and banks ("Transneft", "Renova", "Rostelecom", "MegaFon", Russian Railways, "Surgutneftegas" "Severstal", "TMK", "Severneftegazprom", Credit Bank of Moscow, and others), as well as representatives of the academic community. The discussion was moderated by Deputy Director of the Corporate Governance Department, RF Ministry of Economic Development Rostislav Kokorev.
During the meeting a revised draft of the bill "On Amendments to the Federal Law" On Joint Stock Companies "and some legislative acts of the Russian Federation (in terms of alignment with the new version of Chapter 4 of the Civil Code of the Russian Federation)” was considered. Assessing the generally positive nature of the main provisions of the bill, members of the Expert Group and the Committee agreed that a number of its provisions still raise questions and require clarification. In particular, it remains unclear the mechanism of implementation in practice of the so-called "two keys" rule which suggests the presence of several directors acting jointly or independently as well as the statement "director - legal representative" contradicted to the common sense of corporate relations. In addition, lawyers, notaries and registrars have no clear understanding of the mechanism of identity-making meetings of shareholders (participants) of business entities. Analytical material prepared as a result of the discussion was submitted to the relevant ministries and departments, committees of the Federation Council and the State Duma. Discussion on the key issues of the bill to amend the Companies Act is planned to continue in mid-November 2014 at the next joint meeting of the RSPP Corporate Relations Committee and the NCCG Expert Group on Examination and Improvement of Corporate Legislation.