Lawyers of FBK Legal Participated in Discussion of Changes in Corporate Law

Sergey Ermolenko, Senior Lawyer heading the FBK Legal projects on antitrust law, took part in the panel discussion of the changes in the civil laws, specifically, in the Civil Code of the Russian Federation and corporate laws.

The meeting was attended by the representatives of the major players in the market of innovations including RUSNANO, Rostelecom and Yandex, as well as the experts of the leading Russian law firms.

The initiator of the changes in legislation as well as the organizer of the panel discussion was the Internet Initiatives Development Fund (IIDF). The amendments were prepared with the immediate participation of the lawyers Denis Novak and Lidia Mikheyeva, deputy Chair of the Council of Research Center for Private Law under the President of the Russian Federation.

The bill, which in the authors’ opinion should simplify and intensify business processes in the innovative companies- the start-ups - will be submitted to the State Duma in October 2014. The authors of the document suggest significant modification of the norm about the joint-stock and corporate agreements, they plan to make legislative regulation more flexible and adaptive.

According to Sergey Ermolenko, the bill will be useful for the industry. “Discussion of the amendments with representatives of the professional community, lawyers and representatives of high-tech companies gives you an opportunity to create not just useful but also convenient normative framework which will contribute to the improvement of business climate and growth of the innovation segment,” says the FBK Legal manager of the projects on anti-trust law.

Particular interest of the audience was aroused by the proposal to amend the legislation with the norms on the option agreement. The lawyers drew attention of the authors to the fact that the suggested mechanism of the option agreement – settlement by exchange of documents – cannot be implemented for the alienation of shares of limited liability companies as such disposal needs notarization.

Another important issue discussed with the authors of the bill is the rights of the third parties in the conclusion of shareholders’ agreements. The authors suggest including in the legislation of the norm under which the parties’ agreement will be more important than the Statute; theoretically the situations might arise where the rights are violated of third person that are not parties to the agreement.

“That is rather the problem of law enforcement and not the legislation, but for us, the practitioners, it is very important to know how the law will act in the event of its adoption. We have shared our suggestions on the improvement of the bill”, added Sergey Ermolenko.


The Internet Initiatives Development Fund (IIDF) is a non-government organization that sets the goal to contribute to the development of the internet-business in Russia; it provides financing and expertise to the sector start-ups at the early stages of development. Among the IIDF priorities are educational, legislative and infrastructural projects to contribute to the development of a full-blooded market of small and medium-sized internet business in Russia.

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