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On June 9, 2009 amendments and additions to the Federal Law ‘On Joint Stock Companies’ came into effect. Here we offer a ‘Brief Survey of Amendments and Additions to the Federal Law ‘On Joint Stock Companies’’ concerning protection of shareholders’ rights.

According to the amendments, should the board of directors fail to make a decision on the appointment (pre-term termination of authority) of an individual executive body the matter comes to be the subject of consideration of the general shareholders’ meeting.

The amendments create a legislative basis for the conclusion of shareholders’ agreements – agreements of implementation of rights proven by shares and/or of particulars of implementation of rights to shares.  The shareholders’ agreement may envisage the obligation to vote in a certain way, to acquire (alienate) shares at a predetermined price, to  refrain from share alienation until the occurrence of certain events. Coordination of other actions of company management is permitted. At the same time the agreement cannot require the voting in accordance with the instructions of the company’s management bodies. Persons that have the right under the shareholders’ agreement to control over 5, 10, 15, 20, 25, 30, 50 or 75% of votes regarding the company’s ordinary placed shares should disclose such information. The shareholders’ agreement may envisage measures of civil legal liability for non-fulfillment or improper fulfillment of the agreement. The parties’ rights are subject to court protection.