Corporate Law Definition
Corporate lawyers advise and assist their clients with regards to the formation of legal entities, their governance and operations, and the rights and obligations of, and relationships between, directors, shareholders, employees, and other stakeholders. Russian corporate law is contained in the Russian Civil Code and in specific corporate laws in respect of joint-stock companies and limited liability companies. Russian corporate law has significantly developed since its original adoption in the early 1990s. Now it offers many of the legal protections and mechanisms that are typically seen in developed Western jurisdictions. Recently, for example, the concept of an indemnity, previously unknown in Russian law governed affairs, has been introduced into Russian law.
Corporate law establishes the legal framework for the following:
• The formation of public and private legal entities, their registration, continued existence, and dissolution.
• Obligations to provide information to shareholders and the public, including the maintenance of public and private registers and other information.
• The adoption and amendment of articles of associations, charters, or other constitutional documents.
• Arrangements and agreements between shareholders, partners, and joint venture parties.
• Corporate governance systems according to which legal entities are controlled and managed, including the allocation of decision-making powers between a company's shareholders, its board of directors, and executive management.
• The rights and obligations of directors, mechanisms for the appointment and removal of directors, and the creation and operations of the board of directors and committees thereof.
• The processes for convening board meetings, and proposing and adopting board decisions.
• The rights and obligations of shareholders, the processes for convening shareholder meetings, and proposing and adopting shareholder decisions.
• The share structure, the number and class(es) of shares, and the rights attaching thereto. The increase and reduction of share or charter capital, including the creation of new shares and new classes of shares. The issuance of new shares, including by way of bonus issues, rights issues, and public and private placements.
• The process for proposing and approving of corporate restructurings, plans of arrangement, and corporate mergers.
• The rules relating to public and private takeovers.
Naturally, many aspects of Corporate law, as outlined above, are involved in other practice areas, including:
Mergers & Acquisitions – Mergers and acquisitions transactions involve the transfer of shares in a company. For transactions involving Russian companies, although the merger agreement or acquisition agreement will be a matter of contract law, the mechanisms for the transfer of the shares, the change of shareholders and directors, and corporate (board and shareholder) approvals by the companies involved are a matter of Russian corporate law.
Equity Capital Markets – The listing, trading, and/or placing of securities (including, shares, depository interests, warrants, and other convertible instruments) are a matter of the laws, rules, and regulations applicable where the relevant stock markets or trading platforms are located and/or the location of the investors. However, even where the stock exchange is non-Russian, where a Russian company is seeking a listing, Russian corporate law will govern, for example, the mechanisms by which the securities are created/issued, the rights attaching to the shares, the rules relating to the transfer and, if applicable, conversion of those securities.
Private Equity – Typically, private equity transactions involve private money held through a fund structure, being used to finance, or acquire a minority interest in, a private (non-public) company. In a private equity transaction involving the investment into a Russian company, although the investment and/or subscription documents may be governed by the laws of various jurisdictions, but Russian corporate law will apply, for example, in relation to the board and shareholder structure, the transfer or issuance of new shares, and shareholder rights.