As part of a special issue on corporate law, the analytical portal Pravo.ru presented an overview of key changes in corporate law over the past six months.
Among the main topics are court proceedings involving disputes between spouses over shares, the practice of cross-claims for the exclusion of members, and, perhaps the most discussed issue: the new procedure for valuing a stake in an LLC. At the end of last year, Federal Law No. 514 came into effect, allowing for the engagement of an independent appraiser to calculate the fair market value of a stake in an LLC.
Valerian Mamageishvili, a counsel at KKMP, notes that, in theory, the law provides a tool for preemptively addressing the problem of unfair valuation (by amending the articles of association), but in practice, it is still too early to draw conclusions.
“With the introduction of the amendments, it has become possible to ‘resolve the issue proactively’ and include in the articles of association a provision for calculating the fair value of a share based on a market valuation. However, it is not yet possible to confirm the positive effect of the amendments based on court practice. Too little time has passed to draw conclusions. Either there are no disputes yet, or they have not yet reached the courts,” comments Valerian Mamageishvili.
Valerian emphasizes that courts had previously protected the aggrieved party from unfair valuation even in the absence of relevant legal provisions. Now, however, the law provides a clear mechanism that should ensure participants receive the market value of their shares.
In addition to assessing market shares, the review also addresses other important trends:
- Deprivatization: A strict 10-year statute of limitations has been established for claims seeking the return of privatized property (with exceptions for anti-corruption cases and strategic assets).
- Mutual exclusion: Courts continue to resolve corporate conflicts by excluding from the company the party that creates obstacles to the conduct of the common business, even in cases of mutual claims.
- Private trusts: Their number in Russia has exceeded 620. This instrument is becoming increasingly popular not only for estate planning but also for protecting businesses from conflicts and the division of assets.
A comprehensive analysis of all trends and expert opinions is available at the link.
