On September 11 and 18, Maxim Bunyakin, Managing Partner of Branan Legal, jointly with Rostislav Kokorev, Deputy Director of the Corporate Governance Department of the Ministry of Economic Development, held business meetings on bringing the corporate laws into compliance with amendments to the Civil Code of the Russian Federation.
About a hundred representatives of public and private companies, big business, expert community, the Bank of Russia, the Federal Tax Service, the Federal Notarial Chamber, and others participated in the meetings.
The agenda included the most topical issues arising in the context of prepared drafts on amendments to the Federal Law On Joint-Stock Companies and the Federal Law On Limited Liability Companies:
- procedure for assignment and change of the status of public and non-public joint-stock companies; disproportionate allocation of rights of the shareholders in the non-public company;
- procedure for approval of resolutions of the General Meetings of Shareholders (Members);
- a new model of several sole executive bodies acting independently or at their own discretion;
- corporate agreement;
- new provisions on reorganization of legal entities: combined and integrated one.
The meetings were held as discussions of specific practical problems, positions of the public authorities relating to disputable issues in provisions of the Civil Code of the Russian Federation, and proposed amendments to the Federal Law On Joint-Stock Companies and the Federal Law On Limited Liability Companies.
Maxim Bunyakin, a Co-moderator of the meetings, Managing Partner of Branan Legal, told about provisions on legal entity reorganization that came into force. In particular, he told about combined (in terms of the reorganization forms) and integrated (in terms of organizational and legal forms) reorganizations, their potentials and advantages. Maxim shared the experience of practical implementation of complex reorganizations (separation including simultaneous consolidation) using RAO UES of Russia, OJSC, NESC, OJSC, OGC-5, OJSC, and other projects as an example.
The team of Branan Legal is currently engaged for expertize on preparation of amendments to the Federal Law On Joint-Stock Companies and the Federal Law On Limited Liability Companies (both within the framework of interaction with the Ministry of Economic Development and within the subgroup of the study team of the International Financial Center for corporate relations) while focusing primarily on amendments to the laws on reorganization.
According to Maxim Bunyakin, the business is currently interested in implementation of new reorganization schemes provided for by the Civil Code of the Russian Federation. These schemes allow for optimizing the holding ownership, reformatting multi-industry business entities, dividing them among different groups of shareholders while, herewith, significantly reducing the terms, organizational and financial expenses for the reorganization. Therefore, the main task is to clearly specify a mechanism for fulfillment of general rules of the Civil Code at the level of laws and regulations in the nearest future.