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Joint owner of unknown business
30.03.2016
The Ministry of Justice published a draft law for discussion which limits the right of minority shareholders to access information concerning the company’s business. The draft amendments to the law on joint stock companies proposes to make available to any member at any time only a brief list of documents (articles of associations, annual reports, incorporation certificates and similar). The ministry proposes to limit access for members of public joint stock companies with less than 2% of shares to contracts on major transactions or property documents. The requests of such minority shareholders are to be denied if, for example, the requested document contains “commercially important information” or if the shareholder could not prove a “reasonable business purpose” of the request. Only holders of more than 25% shares will not be denied access. As for private JSCs, the Ministry suggests that they establish their own procedures of access to information in their articles of association. The law-makers refer to European regulations in this area, which allow to conceal information, the disclosure of which is a threat to commercial confidentiality.
Partner of YUST law Firm Alexander Bolomatov told Kommersant newspaper that in the system of corporate rights minority shareholders are already in fact rightless: “Exclusion of one of their last rights will not change anything”.
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The Ministry of Justice published a draft law for discussion which limits the right of minority shareholders to access information concerning the company’s business. The draft amendments to the law on joint stock companies proposes to make available to any member at any time only a brief list of documents (articles of associations, annual reports, incorporation certificates and similar). The ministry proposes to limit access for members of public joint stock companies with less than 2% of shares to contracts on major transactions or property documents. The requests of such minority shareholders are to be denied if, for example, the requested document contains “commercially important information” or if the shareholder could not prove a “reasonable business purpose” of the request. Only holders of more than 25% shares will not be denied access. As for private JSCs, the Ministry suggests that they establish their own procedures of access to information in their articles of association. The law-makers refer to European regulations in this area, which allow to conceal information, the disclosure of which is a threat to commercial confidentiality.Partner of YUST law Firm Alexander Bolomatov told Kommersant newspaper that in the system of corporate rights minority shareholders are already in fact rightless: “Exclusion of one of their last rights will not change anything”.
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