The firm's managing partner, Alexander Nadmitov, commented to RBC on the possibility of issuers not transferring dividends to special type C accounts.
Alexander believes that, theoretically, companies can leave dividends in their corporate accounts in two cases: if they have the appropriate permission from the government commission or if they can reasonably qualify these funds as unclaimed.
In his opinion, NOVATEK is probably withholding dividends due to currency and sanction restrictions, and, most likely, with the consent of the regulator.
Alexander also notes that different companies can use different approaches in such situations - this depends on their relationships with investors, regulators and specific decisions of the government commission.
It remains unclear whether the rule on the restoration of unclaimed dividends in retained earnings can be applied in cases where a non-resident has not received payments due to counter-sanction measures. According to Alexander Nadmitov, it is possible that TotalEnergies did not refuse to receive dividends, and their blocking was the result of external restrictions.
“If dividends remain in the company’s accounts, and not in type C accounts, and the shareholder did not request their payment, NOVATEK can legally return them to retained earnings after three years. However, Total can submit a request before May 2025 and, if refused, go to court or arbitration,” Alexander explains. In such a case, a legal conflict may arise. Nevertheless, he emphasizes that “NOVATEK is known for its law-abiding nature and good relations with investors.”
The Nadmitov, Ivanov and Partners law firm advises on issues related to international financial transactions, including in the context of foreign sanctions and Russian counter-sanctions.
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