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Corporate and contract law

04.12.2018 17:33 / The Bank of Russia

Russian public companies step up action to implement Corporate Governance Code principles

In 2017, the extent to which Corporate Governance Code principles are operationally implemented (understood as implemented at 75%) by national public companies grew 26 pp from 2015, the year the study commenced. Also, the period saw a more than threefold reduction in the number of entities with less than 50% compliance with the Code principles. These are the findings of the Bank of Russia's Review of Corporate Governance Practices at Russian Public Companies.

28.03.2016 13:16 / Rossiiskaya gazeta

Ministry of Justice Proposes Information Access Limit for Minority Shareholders

Minority shareholders' access to company information may be limited. A bill of amendments to the Joint-Stock Companies Act and Limited Liability Companies Act has been drafted by the Ministry of Justice and published online.

05.08.2015 12:00 / RBC

Russia to Ban Popular Management Scheme

Treasury stock, or company shares owned by subsidiaries, will cease to vote, states a reform proposal by the Ministry for Economic Development, amending Article 49 of the Joint-Stock Companies Act (“GSM Decision”). According to the new version of the Article, shares owned by controlled companies as per the Joint-Stock Companies Act will not vote or be counted.

22.07.2015 12:00 / Vedomosti

Minority Shareholders Retain Control Over Major Transactions

Major transactions involve assets or obligations which are greater in value than 25–50% of the Company&s existing assets, and must be unanimously approved by the Board or a majority shareholder meeting vote. If the transaction is worth over 50% of the Company&s assets, it has to be approved by 3/4 of voting shares. This spring, the Ministry for Economic Development drafted a bill to abolish control over transactions worth less than 50% of assets.

23.06.2015 12:00 / MIFC

First Securitization Deal Under Russia’s New Law

The deal became a successful test case for new structural and legal mechanisms, implemented under the new Securitization Act (#379 of 21 December 2013), including bond issue by a new-type of Russian SPV, special-purpose financial vehicle, the use of an escrow account to secure the rights of bondholders, new ways to reduce risk of bankruptcy of the issuer and many others.

08.05.2015 12:00 / MIFC

Arbitration Bill Introduced to Duma

The Russian Arbitration bill along with accompanying amendments have been approved by the Government and introduced to the State Duma.

11.08.2014 14:38 / PRIME

Ministry for Economic Development May Add Affiliation Criteria to Companies law

The Ministry for Economic Development is looking into the possibility of introducing amendments regulating affiliation and liability of controlling shareholders into Joint-Stock Companies Act and Limited Liability Companies Act, according to MIFC Roadmap Progress Report.

08.08.2014 16:08 / Vedomosti

New Supreme Court: Expectations

The structure of the supreme judicial body and the make-up and rotation of the panels affect the quality and effectiveness of courts. These are the factors that define the extent of independence and objectivity of courts in respect to all litigation, particularly business lawsuits.

01.07.2014 12:00 / MIFC

Important Financial Market Laws Enacted

On 1 July 2014 the following important financial market laws were enacted: 1). Federal Act 379 of 21.12.2013 contains innovative amendments that were drafted with the direct involvement of the MIFC Taskforce.The Securities Market Act amendments have introduced two new types of entities – specialized financial companies and specialized project finance companies (the Russian analog of SPV). This change enables us to launch the mechanism of securitization.

18.06.2014 09:30 / MIFC

Moody’s: New Russian securitization law is credit positive for Russian structured finance

The new Russian structured finance legislative platform is credit positive for the Russian structured finance market, says Moody`s Investors Service in a report published today. The new framework contains the key elements required for a broad range of securitization and project finance structures and will provide onshore alternatives to securitization transactions that were previously possible only via offshore issuing vehicles.

23.04.2014 15:34 / MIFC

Third-Party Arbitration Bill Finalized

The Ministry of Justice is finishing the draft of the Third-Party Arbitration Bill prior to its introduction to the Russian Government.

13.02.2014 13:32 / RIA Novosti

Shuvalov: Civil Code to Protect Minority Shareholders Rights

The Russian Civil Code and corporate law will be soon amended to protect minority shareholders rights, said First Deputy Prime Minister Igor Shuvalov at a Government session.

09.01.2014 11:00 / Interfax

Civil Code Amendments on Affiliation to be Reviewed by Supreme Arbitration Court Panel, Business and Government

Amendments to the Russian Civil Code regarding affiliation, met with fierce opposition by Russian majors, will be reviewed by a panel formed by business, the Government and the Supreme Arbitration Court.

18.12.2013 15:34 / Vedomosti

Back Pocket Arbitration Courts

Vedomosti has received a copy of third party arbitration courts reform draft by the Ministry of Justice. The draft has been submitted to the Government and is now being reviewed by the President, according to a Ministry of Justice source.

04.12.2013 00:00 / Kommersant

Businessmen Can’t Find Their Place at MIFC

The Government and major business continue to be at odds over new affiliation criteria, drafted as part of the Moscow International Financial Center (MIFC) effort. These rules are bound to radically expand minority shareholders’ rights, which is opposed by leading players from nearly all key industries. The parties have decided to take a break until mid-January to allow companies time to prepare cases of negative MIFC impact on business.

25.10.2013 19:07 / Kommersant

Oilers Openly Blast MIFC

Oilers continue to fight legislative amendments geared to establish an international financial center in Russia. Their primary concern is changing affiliation norms that empower minority shareholders to a massive extent. Reportedly, the President’s Executive Office and the Russian Union of Industrialists and Entrepreneurs back the oilers, while the Government and independent lawyers see the amendments as necessary.

10.09.2013 20:06 / PRIME

Market Participants Expect Supreme Arbitration Court Opinion on Interest Rate Swap Contracts

Russian stock market participants expect the Supreme Arbitration Court (SAC) to release an opinion on IRS contracts, said Head of National Stock Market Participants Assocaition (NAUFOR) Alexey Timofeev at the Derivatives in Russia 2013 conference on Tuesday.

23.04.2013 00:03 / RBC - daily

Complex Transactions Back in Civil Code

The State Duma has passed the second portion of Civil Code amendments in the second reading. New rules, in force starting this September, will return to the Russian jurisdiction the structuring of complex transactions with open-ended POAs, which will complicate the procedure of contesting trades.

19.04.2013 17:42 / Finmarket

State Duma Passes Civil Code Amendments on Transactions and Powers of Attorney

On Friday, the State Duma passed in the second reading Civil Code amendments on transactions and powers of attorney.

14.12.2012 17:27 / Business-TASS

State Duma Passed Amended Civil Code in Second Reading

Today, the State Duma has passed in the main, second reading, amendments to the Russian Civil Code that essentially form its new edition.

19.11.2012 00:05 / RBC

Civil Code Split Into Five Bills

Last week’s State Duma plenary session yielded an unprecedented decision: the Civil Code (CC) draft will be subdivided into at least five new bills. Deputies think this will expedite the passing of the new ‘economic constitution’. Their opponents say only lobbyists will benefit from pushing the right parts of the new Civil Code separately.

03.10.2012 08:01 / Interfax

Putin Promises to Reflect Portfolio Investor Concerns in the Amended Civil Code

Russian authorities will try to reflect not only major companies, but also portfolio investor concerns in the amended Civil Code, said President Vladimir Putin.

25.09.2012 22:31 / Vesti FM

Amendments To Civil Code Do Not Let Theatres and Museums Develop

The State Duma will study amendments to the Civil Code in a second reading in the nearest future; these amendments are a subject to worry about for museum workers, too.

20.09.2012 19:33 / Rossiiskaya gazeta

New Civil Code to Start New Year

Key issues related to the new Civil Code draft have been discussed by Open Government.

18.09.2012 10:34 / RBC - daily

No Affiliation in New Civil Code

The debate over the final version of the new Civil Code is in full swing. By the second reading, the draft lost affiliation and controlling entity norms, supported by MIFC Taskforce. Head of MIFC Taskforce Alexander Voloshin has pleaded with the Head of Duma Legislative Committee Pavel Krashennikov to retain the norms in the new CC draft. Expert opinions are divided: some say the omitted norms will mean a return to the `wild 90`s`, some point out that retaining these norms will be responsible for mass miscarriages of justice.

12.09.2012 22:42 / gazeta.ru

Separation of the Church from the Civil Code

Before the second reading, the parliament amended Code norms, saving the church from losing most of its land. Duma sources state `close cooperation` with the Moscow patriarchate legal office.

30.07.2012 15:56 / Kommersant Money

Civil Code Explained

Russian law is on the brink of revolution. This Autumn the State Duma will pass amendments to the Civil Code. While their effect on major corporations has been discussed many times, the common citizen impact is unknown even to lawyers.

13.04.2012 00:03 / RBC - daily

Return of Anti-Offshore Norms to New Civil Code Draft

Duma Deputies and the Audit Chamber want to reinstate mandatory disclosure of beneficiaries for offshore companies in the amended Civil Code. Business and legal experts doubt the effectiveness of these measures, claiming that they are easy to avoid.

02.04.2012 15:47 / gazeta.ru

Medvedev Introduces Civil Code Amendments to the State Duma

Russian President Dmitry Medvedev has introduced the Civil Code amendments on basic civil law principles to the State Duma, said RIA Novosti on Monday.

07.02.2012 17:14 / Rossiiskaya gazeta

Civil Code Amendments Published

The President’s Codification and Legislative Reform Council has published the latest draft of Civil Code amendments

25.01.2012 10:00 / Vedomosti

Offshores Left to Medvedev

Officials and experts have resolved their disputes on most Civil Code reforms. Possible raising of the charter capital minimum and disclosure of beneficiaries has been left for the President to decide.

23.01.2012 18:15 / gazeta.ru

Ministry of Justice to Submit Civil Code Amendments to President on Schedule

The Ministry of Justice has prepared a consolidated draft of amendments to the Civil Code for the President on schedule, with the deadline on 1 February, said the Supreme Arbitration Court (SAC) Chairman Anton Ivanov.

03.08.2011 / Kommersant

Fast Lane Civil Code Amendment. Ministry for Economic Development and Presidential Legal Directorate proceed before general Civil Code reform is agreed upon.

As a result of hearings at the Ministry for Economic Development on August 2, which were devoted to draft amendments to the Civil Code, the Ministry informed that the State Duma may consider its own draft amendment to the CC in Autumn 2011, and does not support the initiatives of The Russian President’s Codification Council. According to Kommersant, all the parties, except the Council, are considering the general version of the CC amendments by the Presidential Legal Directorate (PLD).

26.07.2011 / Kommersant

Civil Code Under Triple Siege. The President’s lawyers share their opinion on the amendments.

The Presidential State Legal Consultancy (SLC) has come up with a third edition of Civil Code amendments.

06.06.2011 / MIFC

MIFC Taskforce Statement on the Civil Code Reform Strategy

The current version of the Civil Code of the Russian Federation (“CC”), with its first two parts adopted in the mid-nineties, broke away from the Soviet civil law, designed to regulate property relations in a planned economy, and laid the legal groundwork for the development of a market economy. At the initial stages of market economy, the existing civil law was sufficient. However, in recent years the economy has become considerably more complex due to globalization and tougher international competition for investment resources. New business forms, financial instruments and transaction types continue to emerge.