Business may be allowed to stipulate the terms of M&A transactions beforehand

Alexander Rudyakov, Senior Associate of the Law Firm "YUST", commented for Pravo.ru on the amendments to the Law of Joint-Stock Companies, according to which the possibility will appear to stipulate the terms of possible mergers and acquisitions of companies within the framework of shareholders’ agreements: "Implementation of legal mechanisms of the common law system (tag-along right and drag-along right), which are widely used in M&A transactions (executed under the English law), is in line with the current trend aimed at adopting comfortable and efficient legal mechanisms from foreign jurisdictions into the Russian law".
A similar possibility is established for all owners of non-public companies. Should the amendments be adopted, minority shareholders will be guaranteed the opportunity to sell their shares, and the new owner of the company – the protection from the shareholders he dislikes.

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