On March 18, 2020 Federal Law No. 50-FZ “On the Acquisition by the Government of the Russian Federation of Ordinary Shares of Sberbank of Russia from the Central Bank of Russia and the Repeal of Certain Provisions of the Legislative Acts of the Russian Federation” dated March 18, 2020 (“Federal Law 50-FZ”) came into force.
Adopted due to coronavirus (COVID-19) outbreak, the Federal Law 50-FZ allows Russian joint stock companies to conduct more shareholders meetings in the form of absentee voting in 2020.
As a general rule, part 2 Art. 50 of the Federal Law No. 208-FZ “On Joint Stock Companies” dated December 26, 1995 directly prohibits joint stock companies to conduct general shareholders’ meeting by absentee voting if the agenda of the meeting includes the following items:
- on election of the Board of Directors;
- on election of the members of internal audit commission;
- on approval of external auditor;
- on approval of annual report;
- on approval of annual accounting (financial) statements.
However, Art. 2 of the Federal Law 50-FZ establishes that in 2020 upon decision of its Board of Directors, joint stock company may hold a general shareholders meeting, which agenda covers above listed items, in a form of absentee voting.
As these items are usually included into the agendas of annual general meetings of shareholders (“AGSM”), Federal Law 50-FZ allows to conduct AGSM by absentee voting in 2020.
In our view, this change might help companies to conduct AGSM in 2020 in a more convenient and safe manner considering accelerating COVID-19 pandemic.
In case you need any consultation or other legal assistance related to above, please feel free to contact LEGAL PRO team. We are always happy to assist you and provide necessary legal support.