Commentary by Yulia Zaskalchenko on Pravo.RU
Corporate governance in Russia is undergoing a profound transformation. Digitalization is forcing companies to implement AI-tools. Sanctions and increased liability for directors are forcing businesses to separate areas in order to isolate risks and create complex protective structures through joint-stock companies and closed-end mutual funds. In practice, protective strategies are implemented through a whole arsenal of corporate tools.
Yulia Zaskalchenko, an adviser in the Corporate Law practice at Infralex and attorney, describes one of these mechanisms:
“To achieve the target structure, combined reorganizations are often used, within the framework of which separate areas are allocated from existing companies or companies are divided by areas with their simultaneous accession or merger into companies of the corresponding sphere.”
According to Yulia, it is also important for business-owners to consider the new requirements for holding and making decisions at general meetings (Federal Law of 08.08.2024 No. 287).
“Given the increased attention of supervisory authorities to issues of observing shareholders’ rights and to reduce the risks of being held administratively liable, many companies are currently changing their charters (constituent documents),” notes Yulia.
Here the lawyer draws attention to an important nuance: for non-public companies, it is possible to determine in the charter the procedure for holding meetings that differs from that established by law.
“Such provisions can be included in the charter when the company is established or introduced later by a decision taken unanimously by all shareholders,” the expert clarifies.