Corporate law / M&A

The Russian Ministry of Economic Development has set the conditions for foreign goods to be admitted to take part in state and municipal procurement.

An administrative regulation has been approved for the Russian Ministry of industry and trade to perform the state function of licensing control over the manufacturing of medicines for medical use

Requirements have been approved for healthcare organisations which conduct clinical trials of medical products

Rules have been adopted to create a list of medicines to be purchased under their trade name

Rules have been established for companies to communicate with health care and pharmaceuticals professionals as have rules for holding events financed by companies. Liability has been introduced for a number of violations in the sphere of public health

Amendments to legislation on joint stock companies: new requirements in the procedure for preparing for, calling and holding a general shareholders’ meeting Pepeliaev Group advises that on 21 March 2011, the Russian Federal Financial Markets Service (“FFMS”) published on its official website a draft Order “On approving the Regulations on additional requirements in the procedure for preparing for, calling and holding a general shareholders’ meeting”. The draft provides for the amendment of rules for holding general meetings and for documenting the outcome of such meetings.

Change in the legislation concerning joint stock companies: new procedure and timeframes for a company to keep documents 2 March 2011 saw the publication on the official website of Russia’s Federal Financial Markets Service (the “FFMS”) of the FFMS’s Order “On approving the Regulations on the procedure and timeframes for a joint stock company to keep documents”, which stipulates changes to the list of documents which must be kept and the time periods for which they must be kept.

The law establishes liability for the submission of false data to the Unified State Register of Legal Entities, resolutions of general meetings of participants (shareholders) or the boards of directors of business entities Pepeliaev Group advises that Federal Law No. 147-FZ dated 1 July 2010 entered into force on 5 July 2010. The Law establishes criminal liability for the submission of false data to the Unified State Register of Legal Entities, register of holders of securities, depositary accounting system, as well as for the fabrication of the resolutions of general meetings of shareholders (participants) or a board of directors (supervisory board) of a business entity.

Important amendments to corporate legislation

Pepeliaev Group hereby advises on the entry into force of Federal Law No. 310-FZ On Amendments to Article 5 of the Federal Law “On Amendments to Part One of the Civil Code of the Russian Federation and Specific Legislative Acts of the Russian Federation.”

Recent amendments to legislation on joint-stock companies and limited liability companies

On 27 December 2009 of Federal Law No. 352-FZ “On Amendments to Certain Legislative Acts of the Russian Federation with Regard to Revisions to Limitations for Business Entities during the Formation of Authorised Capital, Revisions to the Methods for Protecting the Rights of Creditors in the event of a Reduction in the Authorised Capital, Changes to Requirements on the Value of Net Assets and Revisions to Limitations Relating to the Issue of Bonds by Business Entities”. The law entered into force on 31 December 2009.