In March 2009 Maxima-Consulting and Law associates prepared one of the first agreements on exercising of limited liability company shareholders rights

In March 2009 Maxima-Consulting and Law associates prepared one of the first agreements on exercising of limited liability company shareholders rights - a large manufacturing limited liability company. The said agreement regulated the issues of limited liability company shareholders rights regarding establishment of the company’s board of directors, directors’ coordinated voting on some issues, ways for resolving of deadlock situations, arising during the work performed by the board of directors as well as during the shareholders general meetings. Besides, the matters of the shareholders liability for breach of the mentioned agreement were settled.

From 1 July, 2009 the Federal act of 30.12.2008 N 312-FZ «On Amending of the First Part of the Civil Code of the Russian Federation and Certain Legislative Acts of the Russian Federation» is coming into force. In accordance with the said Act, Article 8 of the Federal Law “On Limited Liability Companies” was supplemented with Clause 3, which is as follows:

“Company founders (members) shall have the right to enter into agreements on exercising of limited liability company members rights, according to which they shall undertake to exercise their rights and (or) abstain from exercising of the mentioned rights, which includes: voting in a particular way at the general meeting, coordination their voting with other members, selling a share or a part of a share according to the price stated in the agreement and (or) if certain conditions arise or abstaining from alienation of the share or a part of the share until certain conditions arise, also performing other coordinated acts connected with management, setting-up, activity, reorganization and liquidation of the company. This agreement shall be drafted in written one-document form, signed by the parties”. The major drawback of the present regulation is the absence of any particular practice of making of such agreements under the Russian law. These types of agreements were generally concluded as shareholders agreements under the English law and supplied by arbitration clauses and agreements.  Currently the majority of lawyers and shareholders are still not willing to risk and enter agreements under the Russian legislation until some positive judicial practice have been established. However, acceptance and coming of the mentioned amendments into force shall become a substantial stimulus for national business-community.