Shareholders Agreements in Russian Joint-Stock Companies


The possibility to conclude shareholders agreements in joint-stock companies emerged after enactment of the Federal statute, dated June 3, 2009 No. 115-FZ. «On Amendments to the Federal Statute “On Joint-stock Companies» and to the Article 30 of the Federal Statute «On the Securities Market». The Statute amended another Federal statute: «On Joint-stock Companies» with article 32.1 that determined the form, the status and restrictions at the conclusion of shareholders agreements.

Prior to enactment of the Statute No. 115, shareholders agreements in the Russian legal practice, as a rule, were drawn and governed by the laws of foreign states, mostly by the English law or laws of the certain USA states. The Russian arbitrazh court practice for long period of time did not recognize legal force of shareholders agreements governed by the foreign laws. The arbitrazh courts of all instances recognized such shareholders agreements as void.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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