The administrative board of the Russian Union of Industrialists and Entrepreneurs (RUIE) passed the resolution, which approved the Code of Corporate Conduct, developed by the Russian Federal Securities Market Committee.
As member of the Union, the head of Interros holding Vladimir Potanin said at the press-conference, the resolution on the Code stressed the voluntariness issue when the companies passed the Code.
This is a revolutionary decision of the Russian judicial system. The plenary session of the Russian Supreme Court will approve the resolution, which would actually deprive natural persons of a possibility to participate in the corporate conflicts. The shareholders will not be able to file lawsuits to the courts of the common jurisdiction at the place of their living. They will have to go to a court, which is located in the place, where a company is actually registered – so as the companies could control the process of the litigation, aimed against them. But there is another important issue in this respect: the judged will not be allowed to arrest companies’ assets. As a result, the corporate conflicts will have to be considered only at the arbitration courts. Loads of numerous suits from minority shareholders is a very good proof for that. The protective custody of Severstal’s shareholding (which belongs to Aleksey Mordashov) under the lawsuit from his ex-wife, the prohibition from the oil company Transneft to export the oil of the company LUKOIL under the suit from Irina Yegorova; the prohibition from the energy company Mosenergo (Moscow) to hold special sessions of shareholders under the suit from Andrey Voroninkin – all these facts are to the point.
Arkady Volsky addressed to the chairman of the Supreme Court with a letter, in which he asked to release the Russian companies from this kind of “blackmail” that is almost inevitable, if the cases are considered at the courts of the common jurisdiction. But before, Volsky and the chief of the group of the RUIE for the legal reform, Mikhail Fridman conducted negotiations with spokesman for the Supreme Curt, Vyacheslav Lebedev. They agreed that the common jurisdiction courts withdraw themselves from the corporate disputes, without waiting for the new Code of Arbitration Procedure.
The Supreme Court made another decision, having considered the case. The Court did not outlaw the consideration of the corporate disputes at the courts of the common jurisdiction. The expected decision to consider the lawsuits from shareholders against the companies only at the place, where such companies are actually registered, was not made either. As a result, the plenary session issued only one resolution, having prohibited the courts to forbid holding the general sessions of shareholders under the suits from natural persons. If this order comes into effect, the natural persons will be able to dispute the legitimacy of a session only after it takes place. Arkady Volsky, the head of the RUIE said, he was satisfied with the decision of the plenary session of the Supreme Court. RUIE member, Vladimir Potanin clarified that the Code would be efficient, only if the companies accept on the voluntary ground, without any instructions “from the top.” He also said that the RUIE administrative board insisted there should not be any penalties applied to the companies, which do not accept or observe the Code.
Such a compromise became the defeat of the lobbyist efforts of the RUIE. The Supreme Court was expected to take account of their requirements and make the adequate decision. One may also say that the power does not want to “flirt” with the oligarchs and the current decision, together with the unsuccessful bank reform, only indicates that the power has taken a very firm position and is not going to play on oligarchs’ interests.
Dmitry Litvinovich PRAVDA.Ru
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