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), continued the October 21 discussion on bringing the legislation on legal entities in compliance with the new provisions of Chapter 4 of the Russian Federation Civil Code.
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 ("Interros", "Lukoil", "Rostelecom", "Transneft", "MegaFon", "Basic Element", "Surgutneftegaz", "Severstal", Moscow Credit Bank and others), as well as representatives of the academic community took an active part in the discussion. The topic of the discussion was related to the provisions 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)" concerning the corporate contracts, reorganization of companies and collective management bodies of JSC and LLC.
During the meeting the participants discussed the implementation of shareholders' agreements (corporate contracts) in Russian corporate practice, in particular, the issues of the conclusion of the shareholders agreement, the different amount of shareholders' rights, publication of information about the shareholders' agreement in the register, the participation of the company in the shareholder agreement and others. As noted by the moderator of discussion, Deputy Director of the Corporate Governance Department of the Ministry of Economic Development Rostislav Kokorev: "The task of the legislator is to create the most comfortable and dispositive regime of shareholders' agreements under the Russian law, as at the moment the majority of the shareholder s' agreements is structured by the foreign law, which grants the parties more flexible mode of using this institution". Another problem raised during the discussion was the issue of reorganization of companies, in particular, the peculiarities of the mixed and combined reorganization and the state registration of reorganization. Regarding the provisions of the collective management bodies, the main issue concerned the responsibility of members of the collective management bodies of the company for any unfair and unreasonable actions of damages, as well as the implementation of the rights of members of the Board of Directors to get information about the activities of the company.