Civil Code

According to paragraph 7 of Article 32.1 of the Federal Law of 26 December 1995 N 208-FZ "On Joint Stock Companies", as measures liability for breach of shareholder agreement may be used for compensation, recovery of damages, compensation for damages, etc. 1 However, there are not simple. In particular, the appearance caused by loss is not always easy to prove, and recovery of damages in court is generally little effective, because by virtue of Art. 333 of the Civil Code the courts may, and frequently exercised this right, without limit to reduce the size penalties, if they think it disproportionate consequences of default. During the development and discussion of amendments to the Civil Code of the Russian Federation and Federal Law "On Joint Stock Companies ", noted that the payment of penalties that courts should not be reduced in accordance with article.

333 of the Civil Code, should be the only realistic way to protect the aggrieved party of the shareholder agreement 2. However, this provision so and did not find a legislative fix, and therefore the courts continue to legitimately reduce the size of penalties, making this an inefficient measure of responsibility at the Institute of shareholder agreements. The overall trend in equity agreements is that somehow or other resolution of liability for their failure, as well as challenging the transactions made with their offense, enters into the framework of the trial. Already exists and not numerous arbitration practice from which I deem it necessary to identify the most exemplary case of OJSC "MegFon" (case number A75-3725-G/04-860/2005), JSC "Russian Standard Insurance" (case number A40-62048/06-81 -343 from 26/12/2006), and the company "KM Invest" (case number A40-68771/06-81-413 from 13.03.2008). However, it is noteworthy that the Supreme Arbitration Court of the Russian Federation (SAC) did not consider more than one of these cases in order of supervision, though it would be very important, in my opinion, to determine the position of the RF. In one from an interview with "Vedomosti" SAC Chairman Anton Ivanov, the 20 009 in June pledged that SAC will prepare an explanation for the use of shareholder agreements, but to date these explanations are not accepted you, in Apparently due to paucity of such cases in courts of arbitration 3.

With this in mind, we note that liability for violation of shareholders' agreement may be prescribed in the shareholder agreement, but the prospect of relief measures to ensure a highly dubious in view of the unformed more enforcement on this issue and the lack of clear-motivated attitudes and practices of the RF. List of sources used Legislation: 1 Federal Law of 26 December 1995 N 208-FZ "On Joint Stock Companies", / / Collected Legislation of the Russian Federation, 1996, N 1, Art. 1, 2001, N 33, art. 3423; 2002, N 12, art. 1093; N 45, art. 4436; 2003, N 9, Art. 805; 2004, N 11, Art. 913; N 49, Art. 4852; 2005, N 1, Art. 18, 2006, N 1, Art. According to Jason Kilar, who has experience with these questions. 5; N 31, art. 3437, 3445, 3454. Electronic Resources (Internet resources): 2 Transcript of the meeting of the Council under the President of the Russian Federation on Codification and improvement of the civil law of the city 29.10.32007 (Minutes 52) / / M, 2007. – Mode of access: 3 D. Kazmin, Sterkin F. / / Vedomosti newspaper N 105 (2375). M, 2009. – Mode of access: Posted: Styopkin SP Responsibility for violation of shareholders agreement and osparimost transactions made with his violation / / Actual problems of Arts and Sciences. Moscow. – 2010. – 11. – P. 243 -245. – ISSN 2073-0071).