On December 29, 2015, Russia passed a piece of legislation according to which all disputes connected with corporate governance in a Russian company may only be submitted to an arbitration court (as opposed to the state commercial court), except for the following disputes: 

• Convening of general meetings of shareholders;
• All corporate disputes in respect of the companies with strategic importance;
• Buy-out of shares in joint stock companies;
• Expulsion of shareholders from the company. 

These four categories of disputes may not be settled by an arbitration court regardless of whether or not a shareholders’ agreement contains a relevant arbitration clause and can only be resolved by a competent state court in Russia. 

The remaining categories that may be settled by arbitration courts will also have certain limitations: 

• The seat of arbitration shall be Russia;
• The disputes may be considered only by institutional arbitration (ad hoc arbitration is not applicable to these types of disputes). 

The Federal Law will enter into force on September 1, 2016. Arbitration agreements/clauses  related to corporate disputes may be concluded not earlier than February 1, 2017.   

Based on the above it may be advisable to modify the shareholders agreements that have been signed before the passing of said law.

Dmitry Churin   Principal Associate   St. Petersburg       Tel.: +7 (812) 346 79 90   dchurin@cls.ru

Elena Lepneva   Senior Associate    St. Petersburg       Tel.: +7 (812) 346 79 90    elepneva@cls.ru

Additional notes

Should any questions arise in connection with the above or if you need any additional materials, please contact Dmitry Churin or Elena Lepneva, St. Petersburg Office of Capital Legal Services.

This Information letter keeps the clients of Capital Legal Services and other interested parties abreast of information that may, to any extent, affect their activity or cater to their particular interests. The opinions and commentaries expressed in this information letter shall not be deemed as legal opinions and do not cancel the need to obtain legal advice or legal opinion on separate issues.