How Does the Procedure Work?
The decree regulates the process of decision-making at general meetings of participants, boards of directors, and executive bodies of companies. The key innovation is the ability to exclude the votes of co-owners from unfriendly states when determining a quorum and during voting. In such cases, decisions can be made by a majority of participants not affiliated with unfriendly countries, even if the company’s charter stipulates otherwise.
Who Qualifies Under the New Procedure?
The regulation applies to companies that simultaneously meet the following criteria:
- They operate in the energy, engineering, or trade sectors.
- They are subject to restrictive measures imposed by unfriendly countries affecting controlling persons or beneficiaries.
- The share of co-owners from unfriendly states in the company’s capital does not exceed 50%.
- The company or the group it belongs to has an annual revenue exceeding 100 billion rubles.
The following do not fall under this definition:
- Russian citizens and entities controlled by them.
- Persons who established control over assets before March 1, 2022, if they are affiliated with the laws of neutral countries.
- Companies controlled by states not on the list of unfriendly nations, provided the control was established before the specified date.
The Law Firm "Nadmitov, Ivanov & Partners" provides a wide range of legal services for financial transactions, advising on obtaining approvals from the Government Commission for Foreign Investment Control in the Russian Federation for transactions and operations with securities, as well as on sanctions, counter-sanctions, and corporate law matters.
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