Federal law dated 03.07.2016 № 343-FZ "On Amendments to the Federal Law"On Joint Stock Companies" and the Federal Law "On Limited Liability Companies" in the regulation of large transactions and transactions with related parties"

On January 1, 2017 shall come into force from 03.07.2016 the Federal law dated 03.07.2016 № 343-FZ "On Amendments to the Federal Law"On Joint Stock Companies" and the Federal Law "On Limited Liability Companies" in the regulation of large transactions and transactions with related parties" (hereinafter - Federal law)

Federal law clarifies the definition of a major transaction for the joint stock company (JSC) and the Limited Liability Company (LLC), as well as the procedure for obtaining the consent of the commission and its subsequent approval.

So for JSC major transaction is a transaction (several interrelated transactions) that extends beyond the normal course of business, at the same time:

related to the acquisition, disposal or possibility of alienation (JSC, LLC.), directly or indirect property (including loan, credit, pledge, guarantee, purchase such number of shares or other equity securities convertible into shares) of the public company, which will cause the emergence of a acting a mandatory offer in accordance with chapter XI.I of the JSC Law), the price or the carrying amount of which is 25 and more percent of the carrying amount of the company's assets, determined according to its accounting (financial) statements of the last reporting date;

providing for duty (JSC, LLC) to transfer the property for temporary possession and (or) use or provide to a third party the right to use the result of intellectual activity or means of individualization on the terms of the license, if their carrying amount is 25 percent of carrying amount of assets of the company, determined on the basis its accounting (financial) statements of the last reporting date.

The Federal law made a definition of transactions, not beyond the ordinary course of business (JSC, LLC).

The law states that the court refuses to satisfy the requirements for recognition of a major transaction made without proper consent to conclude the transaction, if at least one of the following circumstances:

at the time of the trial provided evidence of subsequent approval of this transaction;

in the proceedings it has not been proved in court that the other party of transaction knew or should have known that the transaction is a major transaction for the company and / or the lack of proper consent to conclude the transaction.

Federal law is specifying information included in the solutions of the receipt of the consent of the commission of a major transaction and its subsequent approval, as well as a list of cases where the provisions of the chapter on major transactions do not apply.

The federal law noted a transaction in which there is an interest, now it recognizes the transaction, in which there is an interest of board member (supervisory board) (JSC, LLC), the sole executive body, the face of the collegial executive body member (JSC, LLC), a member of the collegial executive body of the company or person who is the controlling entity (JSC, LLC) or a person entitled to give binding instructions to the public for him.

The law opens the term "controlling person" excludes the requirement for prior approval of the transaction, in which there is an interest, set the terms and the procedure for informing the presence of interest in the transaction, and specifies the procedure for the commission of such transaction and the procedure for challenging the transaction with no          consent.

It was found that for the recognition of the transaction in which there is an interest, invalid, it must be made to the detriment of JSC, LLC (in addition to the lack of coordination of its commission, as well as the availability of evidence on the existing interest). This lack of agreement on the transaction itself is not grounds for recognition of the transaction invalid.

  According to the law detrimental to the interests of society is expected in the presence of all of the following conditions:

- No agreement on the commission or the subsequent approval of the transaction;

-Man, filed a lawsuit on the recognition of the transaction invalid, was not provided information is in relation to the contested transaction at its request, in accordance with the law.

Charter of JSC may provide the need to obtain the consent of the Board of Directors (Supervisory Board) or the General Shareholders Meeting to perform certain transactions.

Refined cases when the shareholders - owners of voting shares have the right to demand redemption of all or the part of their shares.