Attorney Artem Vasilevich, the Head of Corporate Practice, told ‘Corporate Lawyer’ magazine about challenges lawyers should expect on corporate agreements.
De-offshorization increasingly requires that the business should apply the domestic legislation. Professional participants of corporate relationships however want a clear understanding of what they should expect from the judicial system if they face any challenge on corporate agreements, which is only fair. There is neither landmark decision nor position of the court on art. 67.2 of Russian Civil Code. And it is especially interesting what approach would prevail.
In 2014 the new article 67.2 “Corporate Agreement” appeared in the Civil Code of Russia. However, there is still no decision of the court of the cassation instance using this article. And here is the reason. An interesting conclusion arose from the analysis of the practical implementation of special laws concerning JSCs and LLCs with regard to shareholder agreements and agreements on exercising the participants’ rights. The average time period between the date of signing the corporate agreement and the date of countersues when this agreement comes up is about 22 months. Under this logic, some credible conclusions about the effect of changes in the Civil Code of the Russian Federation will be made very soon, on July 1, 2016.
Therefore, if these new ideas of the legislation have been taken by shareholders and investors and the author’s estimation is right, the practical implementation of article 67.2 of the Civil Code of the Russian Federation will be defined by the end of 2016.
The research of legal controversies in 2015 indicates that since the term “corporate agreement” has been introduced at the Civil Code of the Russian Federation, 10 judgements containing citations of articles of special laws concerning JSCs and LLCs have been issued by district courts; the matters related to problems of participants’ rights have been specifically considered in there. One may split all cases into two groups:
• enforced execution of the corporate agreement or dispute on its terms and conditions;
• recovery of monetary funds according to the corporate agreement.
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