Russian Federation

January 19, 2012

General

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Agreement of co-investors often contain terms of distribution the balance of power on the board of directors, determining the amount and procedure for election of directors, representing the interests of certain shareholders, various restrictions on the purchase and sale of shares, the special conditions of decision-making meeting of the shareholders and board of directors, restrictions on free shareholder vote at a general meeting of shareholders and others. As a striking example of shareholders ‘agreements of co-investors can be reduced shareholders’ agreement of such large companies as JSC “VimpelCom (Beeline) and Telenor and Altimo (“Alfa Group”), where under the agreement, each shareholder may nominate a board of four, with one in four from each party must be an independent director, and one can be nominated Telenor only with the consent of Altimo; OJSC “Wimm-Bill-Dann”, which sets out the obligation for parties to provide the majority of independent members on the board of directors of the company, AFK “Sistema” and Deutsche Telekom, where Deutsche Telekom in exchange for a guarantee of two seats on the board Directors must, within 6 months after the IPO not to sell its shares in OAO “MTS”, OJSC “MegFon”, where the Swedish law was a raised a quorum of 75% of the vote to decide the general shareholders’ meetings, OAO “Power Machines” which enshrined the condition to provide participants the preemptive right to repurchase the shares sold by the other party to it 2. According to Article 32.1 of the Federal Law of December 26, 1995 N 208-FZ “On Joint Stock Companies ‘shareholders’ agreement drawn up in writing in the form of a document signed by the parties to the agreement and binding on all shareholders of the signatories, is to respect all shares held by the side of the agreement, but agreement can not justify recognition of decisions of the company to void the agreement can not be prescribed the duty of shareholders vote as directed by management bodies, in respect of shares which an agreement 3. The agreement may provide for the coordination of various actions to manage the joint-stock company measures of civil liability for failure and / or improper execution of the agreement, the obligation of shareholders to vote a certain way, agree with the option of voting by other shareholders, dispose of or acquire shares at a predetermined fixed price, or, alternatively, to abstain from alienation of shares to certain circumstances. This article was accepted, when the institution shareholders agreements have already been widely distributed, but had no legislative fix, and because the Russian law and practice have not admitted the existence of shareholders agreements in their Western sense, these changes the existing law was a legislative framework for the conclusion of shareholder agreements.