12 October 2015
New Legal Regime for Challenging Major Transactions: Reform for the Sake of Reform? | Dmitry Stepanov, Zakon

Under the heading ‘major transaction’ sale or lease of all or substantially all corporate assets requires pursuant to current Russian corporate statutes approval either by board of directors or by shareholders. The essay provides detailed in-depth analysis of pending bill introducing new legal regime for this type of corporate transactions, though the analysis below is limited mostly to issues of shareholders’ derivative claims to declare such a transaction void. The author argues that proposed amendments are excessive and suboptimal as compared to current legal regime; the only thing which might be feasible to consider for any changes is a set of narrowly tailored amendments in order to shift burden of proof from claimant to defendant and other, quite technical improvements proposed by the bill and analysed in this paper, apart from that no enhancements are needed. The paper concludes with some broader observations which might be applicable to transactions with conflict of interests when directors breach fiduciary duty of loyalty or usurp corporate opportunities.

Please follow the link to find the full text of the article in Russian.


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