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Digest 66

April 5, 2017 Subscribe

SPBILF News

Dear Colleagues,

Welcome to the rejuvenated St. Petersburg International Legal Forum Digest!

The SPBILF Digest is where we will dialogue online with anyone wishing to learn about the Forum and its projects.

Since its inception, the SPBILF has earned a reputation for being this unique Forum where thousands of lawyers, including those who set the global trends in jurisprudence, debate, make decisions and work on their development visions.

The recently released Business programme of SPBILF 2017 features over 50 discussion sessions covering a broad spectrum of topics in law, enterprise, politics and culture, subsumed under 9 theme tracks.

Professionals from 53 countries have already signed up for the SPBILF 2017. Make up your mind and join them! The attendance formats and fees are shown in the Conditions of Participation section.

You may also want to see our list of VII SPBILF official hotels, listing the hotels you are welcome to stay in while visiting St. Petersburg.

St. Petersburg to Host the Premiere International Insolvency Forum

Scheduled for May 17 and 19 as part of the VII SPBILF, the International Insolvency Forum stands to become a one-of-a-kind forum for insolvency professionals around the world.

The topics to be addressed by the forum include personal insolvency, cross-border insolvency, employee rights in the event of employer bankruptcy, debt recovery, bank insolvency, social aspects of insolvency, and other issues of interest to insolvency professionals.

You are invited to attend the International Insolvency Forum!

For more information, please visit http://iif. spblegalforum. ru/

Conferences Ahead of the VII SPBILF

The Modernization of Corporate Law: New Horizons conference was held in Moscow on 15 February. The conference was hosted by the online information and educational resource, LF Academy, with the support of the St. Petersburg International Legal Forum.

Mikhail Galperin, Deputy Minister of Justice of the Russian Federation, opened the event with a welcome address. «The purpose of this conference is to discuss the effort, ongoing since 2014, in harmonizing corporate law with the changes that have been made in the corporate law provisions of the Civil Code,» the Deputy Minister said.

«This series of conferences, staged in the run-up towards the St. Petersburg International Legal Forum, enables the community of like-minded professionals, who regularly attend the SPBILF, to talk through legal issues of high relevance,» said Mikhail Galperin, Deputy Minister of Justice of the Russian Federation.

The session, The Corporate Agreement: Is it Worthwhile to Think Outside the CC RF, moderated by Denis Novak, Vice-Director of the Department of the Economic Legislation, Ministry of Justice of the Russian Federation, focused on a range of issues, including the involvement of the community and third parties in a corporate agreement, primacy of the corporate agreement over the charter, corporate agreement information disclosures, and others.

«The taskforce established by the Ministry of Economic Development, consisting of dozens of lawyers, academics, ministry officials, law firms and businesses, has done some good work, yielding optimal wording for the draft law,» said Denis Novak, Vice-Director of the Department of the Economic Legislation, Ministry of Justice of the Russian Federation.

Aleksander Kuznetsov, Head of Division of the Financial and Securities Legislation of the Department of Economic Legislation, Ministry of Justice of the Russian Federation and an active member of the taskforce, defined the key problem areas in the regulation of corporate agreements, and the solutions proposed in the draft bill.

A practitioner’s viewpoint was presented by Artur Iliev, Partner, Clifford Chance, who noted that the draft bill needs only a few pinpoint improvements and adjustments.

Elena Kliuchareva, Attorney with Debevoise & Plimpton LLP, MA in Law (Russian School of Private Law), offered a retrospective overview on the evolution of corporate agreements and stated her opinion as to whether it is appropriate for the community to be a party to a corporate agreement that concerns it.

«Although this construct brings more benefits than it creates problems, this should be allowed for non-public companies only,» said Elena Kliuchareva, Attorney with Debevoise & Plimpton LLP, MA in Law (Russian School of Private Law).

Denis Spirin, Head of Corporate Management, Prosperity Capital Management, admitted that the business community, and particularly portfolio investors, have some misgivings about the prospect of bringing the community into corporate agreements.

Maksim Rasputin, Counsel, Ivanyan & Partners, tried to allay those misgivings.

«The chief problem with Russian corporate agreements are not the regulations on corporate agreements, but the framework provisions of Russian law,» said Maksim Rasputin, Counsel, Ivanyan & Partners.

The session, Harmonization of the Sole Executive Body Provisions, posed the following questions for the speakers to answer:

  • How much liberty do members enjoy in regulating the director’s powers?
  • Can certain limitations, recorded in the charter, be regarded as a threat to third parties?
  • Does Russian law allow for what is called «irrevocable» directors and, if it does, then what supplementary regulations on account of this need to be added to the Limited Liability Companies and Joint Stock Companies Acts?

«The Chamber of Commerce and Industry will seek the members’ opinions in the event of proposed changes in corporate law and, specifically, as regards the functional performance of the executive bodies of corporations,» explained Oksana Gavriliuk, Head Analyst at the Department of Lawmaking of the Chamber of Commerce and Industry of the Russian Federation, Candidate Doctor of Jurisprudence, Senior Lecturer.

The presentation of Oksana Gavriliuk, Head Analyst at the Department of Lawmaking of the Chamber of Commerce and Industry of the Russian Federation, Candidate Doctor of Jurisprudence, Senior Lecturer, was devoted to the issue of multiplicity of parties on the side of the sole executive office. Looking back on prior international practice, the speaker concluded that the «four eyes» principle has failed to work for 80% of companies.

Ekaterina Papchenkova, Project Manager at the Department of Impaired Assets, Sberbank of Russia PJSC, spoke as an expert in international law and a bank lawyer.

Ms. Papchenkova drew comparisons with German law, explaining that many ideas in Russian law and in Russian court practice were originally borrowed from German law.

Svetlana Fedchenko, Head of the Department of Official Registration of Legal Entities and Individuals at the Office of Taxpayer Registration and Records, Federal Taxation Service of Russia, said she hoped that, before 1 September 2017, businesses will be able to use the new forms and enjoy the liberty of having their management information recorded in the registry in such manner as may be desirable for all the parties concerned.

The purpose of this session, Reorganization of AOs and OOOs: Key Points of Contention, was to identify any major controversies still remaining unresolved between the parties to the official approval process.

In this session, the key creators of the draft reform met for a debate. Speaking at the session were Maksim Bunyakin, Managing Partner Branan Legal, Aleksander Kuznetsov, Head of Division of the Financial and Securities Legislation of the Department of Economic Legislation, Denis Spirin, Head of Corporate Management, Prosperity Capital Management, Dmitry Fedorchuk, Director of Legal Practice, Branan Legal, Svetlana Fedchenko, Head of the Department of Official Registration of Legal Entities and Individuals at the Office of Taxpayer Registration and Records, Federal Taxation Service of Russia, and Pavel Filimoshin, Advisor to the Head of the Department of Corporate Relations, Central Bank of the Russian Federation.

Attending on behalf of Branan Legal, Maksim Bunyakin, Managing Partner, and Dmitry Fedorchuk, Director of Legal Practice, reviewed the key problem areas in the Civil Code, relating to the regulation of AOs and OOOs.

Pavel Filimoshin, Advisor to the Head of the Department of Corporate Relations, Bank of Russia, discussed the absence of any limitations on the reorganization of different legal formats, noted that the CC RF contained a provision for declaring a corporate reorganization void, and addressed a few other controversial points.

«The Central Bank awaits the draft bill with interest,» said Pavel Filimoshin, Advisor to the Head of the Department of Corporate Relations, Bank of Russia.

Live debate will be posted on www. LFAcademy. ru, keep track of our updates!

How to become a SPBILF Partner

Any legal entity wishing to contribute to making the St. Petersburg International Legal Forum a success is welcome to become a SPBILF Partner.

► Partnership on the Business Programme

Once a firm becomes a SPBILF Business Programme Partner, it may participate in the planning of the topic and line-up of speakers for one of the debate sessions in consultation with the SPBILF Organizing Committee. This option is open to all businesses (with the exception of consultancy services providers).

Follow this link to view the authorized list of SPBILF 2017 debate sessions.

Please direct any questions to sponsorship@spblegalforum. com

► Partnership on the Cultural Programme

Cultural Programme Partnership means partnership on the now-legendary Legal Street party night, where the Partner gets to create its own party on 18 May 2017, as part of the official SPBILF Programme.

Follow this link to view our Legal Street 2016 video, and this link to view the photos.

Please direct any questions to sponsorship@spblegalforum. com

► Partnership on Satellite Events

The satellite events, such as business breakfasts, business lunches, case presentations, receptions, etc., will be taking place on SPBILF premises or at outside venues concurrently with the SPBILF Business Programme. In addition to the branding opportunities, the Satellite Event Partner will receive informational support from the Organizing Committee, and a range of extra marketing options.

Please direct any questions to sponsorship@spblegalforum. com

We are open to your thoughts and ideas, and will consider any partnership formats that may be conducive to furthering your business agenda.

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