The Letter gives explanations on the following: how much detail should be contained in a participant’s request to the company, period of time to which the request may be extended; difference between provision of copies (in particular, certified ones) and review of documents; compensation of costs relating to making of copies, coordination of the date for review of documents, confirmation of rights of a shareholder (participant) requesting information. It also clarifies issues relating to access to accounting books and records and the obligation to keep secret any confidential information received.
2. The Ruling of the RF Constitutional Court “On the Complaint of Oil Company “Rosneft”, a Public Joint Stock Company, against Violation of Rights and Freedoms by Paragraph One, Section 1 of Article 91 of the Federal Law “On Joint Stock Companies”, dated January 18, 2011, No. 8-О-П, was published.
The Ruling sets forth in detail the legal position of the RF Constitutional Court regarding the provision of information to shareholders by joint stock companies (in particular, taking into account the previously expressed positions of the RF Constitutional Court); describes approaches to assessment of shareholder’s right to receive information in conjunction with honoring of the joint stock company’s rights (parity of interests); discusses provisions of the Russian law concerning the obtainment of information on resolutions of the board of directors (supervisory board) of a joint stock company, taking into account its functions and purpose of “management transparency” of the company. It is noted that a joint stock company is entitled to establish an “adequate regime of accessibility of information” concerning issues refferred to by law and corporate regulations to the competence of the board of directors and the executive body of the joint stock company (from the point of view of containing therein any confidential information regarding current business operations).
The RF Constitutional Court admits that management bodies of a joint stock company may object to the fulfillment of a shareholder’s request for information if, in view of the joint stock company, the nature and scope of the requested information show the signs of abuse by the shareholder of his right to have access to information of the joint stock company, in particular due to his lack of legal interest in obtainment of appliable information, or if there are other facts evidencing that the shareholder acts unfairly. Such objections may not be arbitrary or biased, and a dispute betwen the requesting shareholder and the objecting management bodies should in any event be resolved in a court.
The Resolution of the RF Government “On Amendment and Repeal of Certain Acts of the RF Government Relating to Privatization of Goverbment and Municipal Property”, dated February 12, 2011, No. 71, was published. In connection with introduction of amendments to the Federal Law “On Privatization of Government and Municipal Property” dated December 21, 2001, No. 178-FZ, some acts of the RF Government issued prior to the amendments have been reviewed.
In particular, the Rules of Preparation and Adoption of Decisions on the Terms of Privatization of Federal Property, approved by the Resolution of the RF Government of July 9, 2002, No. 512, have been amended to the effect that decisions on the terms of privatization of federal property are taken by the RF Government, the Federal Agency for Management of Government Property or on behalf of the Agency – by its territorial bodies in accordance with a forecast plan (program) for privatization of federal property or, where provided by law, in accordance with resolutions of the RF President or the RF Government on contribution of shares held by federal agencies in public joint stock companies, resulting from transformation of federal state unitary enterprises, to the charter capital of the public joint stock companies.
The Regulations of Organization of Sale of Government or Municipal Property by Public Offering (approved by the Resolution of the RF Government of July 22, 2002, No. 549) were restated. It is stated that by resolution of the RF Government the sale of privatized federal property and/or functions of the seller are performed on behalf of the Russan Federation and in accordance with applicable procedure by legal entities acting pursuant to an agency agreement (agents). The Resolution defines the functions performed by the seller, terms and conditions of participating in the sale of property (in particular, terms of a deposit to be paid by the bidder), procedure for submission of applications, procedures for sales and formalization of results thereof, payment for property aquired, and information support.
The price of an initial offer is defined and it is equal to the starting price set forth in an informational notice of sale of the property.
The Resolution of the RF Government “On Approval of the Rules of Determination of a Normative Price of Privatized Government or Municipal Property” dated February 14, 2006, No. 87, has been repealed.
The Resolution of the RF Government “On Approval of the Regulations of Registration by a Commodities Exchange of Off-Exchange Transactions with Exchange Commodities, including Long-Term Delivery Contracts, and of Maintenance of a Register of the Said Transactions and Provision of Information from the Register” dated February 10, 2011, No. 65, was published.
It is established that the registration of such transactions and maintenance of a register thereof are performed by commodities exchanges, a list of which is published by a federal financial markets authority on its website. The Resolution sets the procedure for such registration, a list, timelines and a form for disclosure of required information, procedure, timelines and form for giving notice of registration. It also determines the procedure for provision of information from the register. In particular, it is established that a commodities exchange may provide information from the register upon a substantiated request of government authorities and on a confidential basis. A commodities exchange also ensure free access to generalized (anonymized) information from the register on its official website. The Resolution provides for possible issuance of extracts from the register.
The obligation of commodities exchanges to register off-exchange transactions with exchange commodities and the list of such exchange commodities are established by the RF Law of February 20, 1992, No. 2383-I “On Commodities Exchanges and Exchange Trade” (as amended by the Federal Law of July 27, 2011) and the Order of the RF Government of February 10, 2011, No. 167-р.
- Newsletter February 2011.pdf (270 Кб)