The Ministry of Economic Development proposed to incorporate some market practices into the shareholders’ agreements and participants’ agreements governed by Russian law

The Ministry published draft changes to the laws on joint-stock, limited liability companies and securities markets concerning shareholders’ agreements and participants’ agreements (available in Russian only).

Revisions mostly aim to recognize and systematize the existing market practices, which market players already apply referring to the “freedom of contract” principle. Inter alia, corporate agreements can contain: options to enter into a contract (art. 429.2 of the Civil Code of Russia) and option agreements (art. 429.3 of the Civil Code of Russia); the right to engage a third-party to confirm the occurrence of conditions triggering the option exercise; the right to issue an irrevocable power of attorney to ensure coordinated voting of shareholders / participants. The draft also includes a detailed description of the drag-along and tag-along mechanisms.

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Convertible Loan Agreement

Convertible loan – new efficient instrument that facilitates structured funding of Russian projects has become available to investors and creditors. Although, convertible loan scheme has been used in various transactions in the past, it required to prepare and negotiate specifically tailored extensive set of documents including loan facility contract, corporate agreement (shareholders’ agreement), etc. Besides, enforcement of the whole structure could face certain complications.  

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