On March 18, 2020, Federal Law No. 50-FZ “On the Acquisition by the Government of the Russian Federation of Ordinary Shares of Sberbank of Russia from the Central Bank of Russia and the Repeal of Certain Provisions of the Legislative Ac ts of the Russian Federation” dated March 18, 2020 (“Federal Law 50-FZ”) came into force.
Adopted due to coronavirus (COVID-19) outbreak, the Federal Law 50-FZ allows Russian joint-stock companies to conduct more shareholders meetings in the form of absentee voting in 2020.
As a general rule, part 2 Art. 50 of the Federal Law No. 208-FZ “On Joint Stock Companies” dated December 26. 1995 directly prohibits joint-stock companies to conduct general shareholders’ meeting by absentee voting if the agenda of the meeting includes the following items:
- on the election of the Board of Directors;
- on the election of the members of internal audit commission;
- on approval of external auditor;
- on approval of the annual report;
- on approval of annual accounting (financial) statements.
However, Art. 2 of the Federal law 50-FZ establishes that in 2020 upon the decision of its Board of Directors, a joint-stock company may hold a general shareholders meeting, which agenda covers above-listed items, in a form of ab sentee voting.
As these items are usually included into the agendas of annual general meetings of shareholders (“AGSM”), Federal Law 50-FZ allows conducting AGSM by absentee voting in 2020.
In our view, this change might help companies to conduct AGSM in 2020 in a more convenient and safe manner considering accelerating COVID-19 pandemic.
In case you need any consultation or other legal assistance related to above, please feel free to contact LEGAL PRO team. We are always happy to assist you and provide the necessary legal support.
Contact details: Anna Chaykina Partner LEGAL PRO achayk [email protected]
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