Introduction of Alterations to the Federal Law On Joint-Stock Companies

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Introduction of alterations to the article 84.2 of the Federal law N208-FZ On Joint-Stock Companies and enlargement of the list of cases when the requirement for sending an offer to a JSC is not applied. 

The comment is prepared by Kirill Anatolyevich Grishin – Senior lawyer, Head of the direction of Corporate practice of the legal company Tenzor Consulting Group. .

Introduction of alterations to the article 84.2 of the Federal law N208-FZ On Joint-Stock Companies and enlargement of the list of cases, when the requirement for sending an offer to a JSC is not applied, is not new for the Russian practice. For the first time such alterations were made in 2009 for the purpose of authorities extention of the Russian Technologies State Corporation on assistance in development, production and export of high-technology industrial products. Paying attention to enlargement of the above mentioned list of cases one should not forget about alterations to corporate procedures either, which take place in JSC themselves and are its direct consequence. 

According to the article 84.3 of the law On Joint-Stock Companies a JSC has to convene a board meeting or shareholders’ meeting for the purpose of passing recommendations concerning the received offer, which include evaluation of a suggested price of security papers to be purchased and possible change of their market price after purchase, evaluation of plans a person who sent a voluntary or obligatory offer has with regard to the open JSC and its employees as well. Also a JSC is obliged to make a list of owners of security papers to be purchased which is made on the basis of the registration data on security papers owners for the date the open JSC received a voluntary or obligatory offer. After that recommendations and data must be brought to the notice of all shareholders to whom the offer was sent, including the person who sent the offer by mail-out, information layout on the page in the Internet and by other means. According to the article 84.6 of the law On Joint-Stock Companies after a JSC receives a voluntary or obligatory offer, decisions on the questions stated in this article can be made only by a general sharesholders’ meeting of the open JSC. 

Thus, the fact that a purchaser is not obliged to send an offer to a JSC facilitates corporate procedures of the Company provided by the articles 84.3 and 84.6 of the law On Joint-Stock Companies.    

Inclusion of shares of strategic enterprises and strategic JSC to the list of shares purchase has an enhanced level of protection on the ground of the Federal law N57-FZ On the Procedure for Foreign Investments in Economic Societies of Strategic Importance for National Defence and State Security. 

Taking into account the fact that over the last years the RF governmental authorities have the tendency, which is aimed at development of the state sector in the innovation domain (the innovation centre Skolkovo) and creation of new scientific institutes on the RF territory, it can be clearly observed that the introduction of the above named alterations to the law On Joint-Stock Companies represents their direct consequence and is aimed at facilitation of the procedure of JSC shares acquisition and extension of authorities of state corporations and organisations under their control. 

 

22 November 2010
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