Peculiarities of Legal Regulation of Shareholders Agreements (SHA) under Russian and Common Law

Abstract

The article is devoted to one of the urgent problems of corporate law, namely to legal regulation of shareholders agreements under Russian and common law. This issue gains currency in the light of comparative law in connection with the necessity of protection of minority shareholders’ rights in Russian companies.

The necessity of legal fixation of the shareholders agreements (SHA) institute, in its turn, is conditioned by a number of reasons, namely: increase in number of transactions on merges and acquisitions (M&A), problems connected with the protection of the companies from illegal takeovers number of which has extremely increased in recent years and, certainly, by aspiration to attract foreign investments in the Russian economy by entry into transactions with foreign investors including creation of joint ventures (JV).

Thus, the available negative tendency of avoiding Russian legislation and jurisdiction directly contravenes creation of the international financial center in Moscow. For development of financial sector it is necessary to increase attractiveness of Russian legislation and jurisdiction including expansion of SHA functionality (to the extent that it doesn’t entail violation of third parties interests).

The article will be useful for students, professors of law and also for practicing lawyers.