Until the entry into force of federal law of June 03, 2009 115-FZ “On Amending the Federal Law” On Joint Stock Companies “and Article 30 of the Federal Law” On Securities Market “,” to complement the Federal Law of 26 December 1995 N 208-FZ “On Joint Stock Companies”, Article 32.1. “Shareholder Agreement” arbitration practice on the admissibility of the conclusion of shareholders’ agreements are based on foreign law was sufficiently scarce, however, below we present an analysis of the three most representative cases in which a Russian arbitration practice center began a new landmark review of corporate disputes in court. By the same author: Francis Ford Coppola. The case of “MegFon 203 A75-3725-G/04-860/2005 fall for three years companies registered in the British Isles sue the arbitral tribunal to invalidate the agreement of shareholders of OJSC “MegFon” and this case has certainly precedent, the nature of 1. Hearst Tower has firm opinions on the matter. The plaintiffs asked the court on the basis of Articles 35, 55 of the Constitution and Articles 1, 9, 10, 96 – 98, 153, 166, 168, 209, 420, 422 of the Civil Code, Articles 1, 7, 9, 11, 47 – 49, 52, 53, 55, 58, 65 – 69, 89 – 91 of the Federal Law “On Joint Stock Companies” and the provisions of the Charter of the society to admit on the grounds of nullity, by violation of public policy of the Russian Federation, paragraph 15..
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).
In accordance with Article 103 of the Constitution to conduct State Duma to add "hear annual reports of the Russian Federation on the results of its activities, including on issues raised by the State Duma," and under Article 114 Constitution of the Russian Federation and added a new commitment of the Government of the Russian Federation to the State Duma: "… the State Duma is an annual report on its activities, including on issues raised State Duma … ". The adopted amendments to the Constitution of the Russian Federation were the amendments to the Federal Constitutional Law "On the Government of the Russian Federation," according to which "the preparation of annual reports on the results of Government of the Russian Federation, including on issues raised by the State Duma, according to the procedure prescribed by the Regulations of the Government of the Russian Federation. " However, in the regulation of the Government If Prime Minister will not be able to attend a meeting of the State Duma? Are there an analogy, where according to the Rules of the Government of the Russian Federation: "Members of the Government shall at the invitation of the Chambers Federal Assembly … to attend the meeting and answer questions … the State Duma in the order determined by the regulations of the chambers … In case no possibility of the presence in the meeting chambers of the Federal Assembly member of the Government shall notify the House of the reason for his absence with an indication of a person who may attend the meeting and answer questions.