13.07.2009

Major amendments to the Law on Joint Stock Companies, the Law on Limited Liability Companies, the Arbitrazh Procedural Code of RF and other federal laws

The new Law makes amendments to the Federal Law dated December 26, 1995 No. 208-FZ "On joint stock companies", the Federal law dated February 08, 1998 No. 14-FZ "On limited liability companies" as well as a number of other acts of the federal law.

Most of amendments are connected with establishment of procedure for appeal of actions (inaction) and decisions of organizations’ management bodies, challenging transactions with participation of an organization and (or) its participant as well as with providing access of company's participants/ a member of cooperative to judicial acts relating hereto (including definitions) on the dispute related to establishment of an organization, its management and participation in it.

So the Federal Law dated December 26, 1995 No. 208-FZ “On joint stock companies" (hereinafter – the Law on Joint Stock Companies) has been supplemented with the provision on a joint responsibility of a company and a registrar for losses incurred by a shareholder as a result of shares loss or impossibility to exercise rights provided by shares, due to improper observation of a procedure of supporting a system of a company's shareholders registration. Amendments also provide for a procedure of responsibility distribution between joint debtors as well as exercising of a right for regressive action.

Procedure of setting requirements to acknowledgement of the general shareholders' meeting decision invalid has become more severe. In particular, the term within which a shareholder is to file such claims has been reduced from 6 to 3 months, it has also been established that this term, in case that it is omitted, shall not be revided except for the case that a shareholder does not file such a claim under violence or threat.

We remind that this term shall usually be referred to preclusive terms but not to periods of limitation of actions, however, before the Supreme Arbitrazh Court of RF indicated that in regard of shareholders - individuals in exceptional cases when court acknowledges a reason for a shareholder's delay well-grounded due to circumstances connected with his personality (serious illness, etc.), this term may be revived by a court in accordance with Article 205 of the Civil Code of RF (revival of action limitation period).
In Article 79 and 84 of the Law the terms for appealing major transactions and interested transactions have already been called periods of limitation. These periods shall not be revived.

It is expressly provided for a shareholder that he/she can appeal the Company Board of Directors (Supervisory Board)'s decision made in violation of the Law on Joint Stock Companies, other regulatory acts of the Russian Federation, the company's charter. Before such a right was instituted only for a member of the company's Board of Directors (Supervisory Board) not voting for or against the decision.

Besides, it is stipulated that a separate appeal of the company's management body decision to convene a general meeting or approve a transaction shall not make a decision of the general meeting or a transaction relevantly invalid.

Besides, procedure of a shareholder's setting a claim to compel a company to hold an extraordinary general meeting has been set.

In the Federal Law dated February 8, 1998 No.14-FZ “On limited liability companies” (hereinafter – the Law on LLC) there have been made similar amendments regarding the terms and procedure of appealing actions (inaction) and decisions of organizations' management bodies, challenging transactions with participation of an organization and(or) its participant as well as of providing company participants' access to judicial acts on disputes arising from company’s foundation, management and participation in it.

We would like to note specifically amendments connected with possible expansion of LLC participants’ general meeting jurisdiction which have been discussed for a long time. We remind that before company participants’ general meeting jurisdiction included only issues provided for by the Law on LLC. Now it can be expanded by this company's charter.

In the Federal Law dated April 22, 1996 No.39-FZ “On securities market” there have been made amendments specifying a procedure of securities emission suspension as well as acknowledgement of equity securities issue (additional issue) ineffective or invalid.

Major amendments have been made in the Arbitrazh Procedural Code of RF (hereinafter – APC RF).
Among most significant amendments including into APC RF two new chapters providing for peculiarities of arbitrazh courts' consideration of two categories of cases - cases on cooperative disputes and cases on protection of rights and legal interests of a group of persons - should be mentioned.

Now special jurisdiction includes cases on all cooperative disputes, i.e. disputes related to establishment of a legal entity, its management or participation in a legal entity which is a commercial organization as well as in nonprofit partnership, association (union) of commercial organizations, other non-profit organization uniting commercial organizations and (or) individual entrepreneurs, non-profit organization with a status of a self-regulating organization in accordance with the federal law.

A list of corporate disputes under consideration is presented. A specific procedure of considering corporate disputes, providing access to information on a corporate dispute, application of interlocutory injunctions has been established.